Jayant Agro-Organics Limited. — Proxy Solicitation & Information Statement 2022

Jul 25, 2022

JAYANT AGRO-ORGANICS LIMITED MANUFACTURERS & EXPORTERS OF CASTOR OIL & ITS PRODUCTS CIN. L24100MH1992PLC066691

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REGD. OFFICE : 701, TOWER ‘A’ PENINSULA BUSINESS PARK, SENAPATI BAPAT MARG, LOWER PAREL(W) MUMBAI 400 013 INDIA TEL.: +91 22 4027 1300 FAX: +91 22 4027 1399 EMAIL: info@jayantagro.com Website: www.jayantagro.com

July 25, 2022

Corporate Relations Department BSE Limited 1[st] Floor, New Trading Wing Rotunda Building, P J Towers Dalal Street, Fort Mumbai 400 001 Fax Nos: 22723121 / 22722041 Code No. 524330 Dear Sir / Madam,

The Market Operations Department National Stock Exchange of India Limited Exchange Plaza, 5[th] Floor Plot No C/1, G Block Bandra - Kurla Complex Bandra (E), Mumbai 400 051 Fax Nos: 26598237 / 38 Code :- JAYAGROGN

Sub: Notice of Meeting of the Equity Shareholders of Jayant Agro-Organics Limited convened as per directions of the Hon’ble National Company Law Tribunal, Mumbai Bench to consider and approve the Scheme of Merger by Absorption of Jayant Finvest Limited and Jayant AgroOrganics Limited and their respective shareholders and creditors.

The Hon’ble National Company Law Tribunal, Mumbai Bench (‘NCLT’) vide its Order dated June 23, 2022, has inter-alia, directed convening of Meeting of the Equity Shareholders of the Company (“Meeting”) through Video Conferencing or other Audio-Visual Means (‘VC / OAVM’) on Saturday, August 27, 2022 at 2.00 p.m. (IST) to consider and approve, the Scheme of Merger by Absorption of Jayant Finvest Limited and Jayant Agro-Organics Limited and their respective shareholders and creditors ('Scheme').

In compliance with the first proviso to section 230 (3) of the Companies Act, 2013 and Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose a copy of the Notice convening the Meeting along with the explanatory statement and other annexures which are being sent to the Equity Shareholders of the Company

The Company shall provide e-voting facility through remote e-voting and e-voting during the Meeting to the Equity Shareholders of the Company in respect of the resolution to be passed at the Meeting. The remote e- voting will commence on Monday, August 22, 2022 at 09:00 a.m (IST) and will end on Friday, August 26, 2022 at 5:00 p.m. (IST). A person whose name appears in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e. Friday, August 19, 2022 only shall be entitled to avail the facility of remote e-voting as well as voting at the Meeting. The details such as manner of casting vote through e-voting and attending the meeting through VC / OAVM have been set out in the Notice of the Meeting.

The Notice of the Meeting along with the explanatory statement and other annexures is being sent through electronic mode to those Equity Shareholders whose e-mail IDs are duly registered with the Company / Depositories and a physical copy of the same is being sent to all other Equity Shareholders.

The said Notice along with its annexures is also being made available on the website of the Company at www.jayantagro.com and on the website of Link Intime India Private Limited at https://instavote.linkintime.co.in.

The result of the voting shall be announced by the chairperson of the Meeting or a person authorized by the chairperson in writing within 2 (two) working days from the conclusion of the Meeting upon receipt of the consolidated and separate Scrutinizer’s report.

Kindly take the same on record.

Yours faithfully , For Jayant Agro-Organics Limited

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Dinesh M. Kapadia Company Secretary & Compliance Officer

Encl.: As above

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CIN: L24100MH1992PLC066691

01 10 26 46 83 94 98 102 114 125 141

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Form CAA2

[Pursuant to Section 230(3) of Companies Act 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT MUMBAI CA(CAA) No. 139/NCLT/MUM/2022

In the matter of Companies Act, 2013;

And

In the matter of the Sections 230 to 232 read with Section 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013;

And

In the matter of the Scheme of Merger by Absorption between Jayant Finvest Limited with Jayant Agro-Organics Limited

Jayant Agro-Organics Limited …..Applicant Company/Transferee Company

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF THE APPLICANT COMPANY

To,

The Equity Shareholders of the Company,

NOTICE is hereby given that by an Order dated Thursday, June 23, 2022, in the above mentioned Company Scheme Application (the 'Order') , the Hon'ble National Company Law Tribunal, Mumbai Bench ('NCLT' or 'Tribunal') has directed a meeting of the Equity Shareholders of the Applicant Company (“ Meeting”) be held for the purpose of considering, and if thought fit, approving the Scheme of Merger by Absorption between Jayant Finvest Limited ('JFL' or 'Transferor Company') and Jayant Agro-Organics Limited ('JAOL' or 'Transferee Company' or ‘ Company’) and their respective shareholders and creditors ('Scheme') .

In pursuance of the said Order and as directed therein the meeting of the Equity Shareholders of the Applicant Company will be held on Saturday, August 27, 2022 at 2.00 p.m. (IST) or any adjourned dates thereof through Video Conferencing (“ VC ”)/ Other Audio-Visual Means (“ OVAM ”) following the operating procedure (with requisite modification as may be required) referred to in General Circular No. 14/2020 dated April 8, 2020 read with General Circular No. 17/2020 dated April 13, 2020 and subsequent circulars ending with General Circular No. 03/2022 dated May 5, 2022 issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as “MCA Circulars”) and applicable SEBI Circulars issued in this regard, to transact the following business:

with Section 66 of the Companies Act, 2013 (“ Act ”), read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and SEBI Master Circular dated November 23, 2021, bearing reference number SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 ( ”SEBI Master Circular”) .

“RESOLVED THAT pursuant to the provisions of Section 230 and 232 read with Section 66 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013, the rules, circulars, and notifications made thereunder (including any statutory modification or re-enactment thereof) as may be applicable, the Securities Exchange Board of India Master Circular No SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, the observation letters issued by BSE Limited and the National Stock Exchange of India Limited dated January 7, 2022 and subject to provisions of the Memorandum and Articles of Association of the Company and subject to approval of the Hon'ble National Company Law Tribunal, Mumbai Bench ('NCLT') and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the Hon'ble NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the 'Board', which term shall deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Merger by Absorption between Jayant Finvest Limited with Jayant Agro-Organics Limited and their respective

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Shareholders (' Scheme '), be and is hereby approved and cancellation of 1,81,64,000 equity shares of Rs. 5 each held by Jayant Finvest Limited in the Company be and is hereby confirmed and that allotment of 1,81,64,000 Equity Shares of Rs. 5 each to the Shareholders of Jayant Finvest Limited pursuant to the Scheme be and is hereby confirmed and approved on the Scheme becoming effective.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in it's absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the amalgamation embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon'ble NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law,or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.”

TAKE NOTICE THAT in compliance with the provisions of (i) Section 230 read with Section 108 of the Act; (ii) Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (iii) Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014; (iv) Regulation 44 and other applicable provisions of the SEBI Listing Regulations; the Company is providing (a) e-voting during the Meeting and (b) Remote e-voting prior to the Meeting from any place so as to enable the Equity Shareholders, to consider and approve the Scheme by voting on the aforesaid Resolution. The Remote e-voting period commences from Monday, August 22, 2022 from 9.00 a.m. (IST) and ends on Friday, August 26, 2022 at 5:00 p.m (IST) The equity shareholders opting to cast their votes by Remote e-voting or e-voting during the Meeting are requested to read the instructions in the Notes below carefully.

TAKE FURTHER NOTICE THAT each Equity Shareholder can opt for only one mode of voting i.e. either e-voting at the Meeting or Remote E-voting. In case of Equity Shareholders exercising their right to vote via both modes, i.e. casting vote by Remote E-voting and also at the Meeting, then vote cast through Remote E-voting shall prevail over voting by the said Equity Shareholder at the Meeting and the vote cast at the Meeting by the concerned Equity Shareholder shall be treated as invalid.

TAKE FURTHER NOTICE THAT the Equity Shareholders may refer to the Notes to this Notice for the details of Remote E-voting. The voting rights of the Equity Shareholders shall be in proportion to their Equity Shareholding in the Company as on closure of business hours on Friday, August 19, 2022 ('Cut-off Date').

TAKE FURTHER NOTICE THAT the scrutinizer will submit report to the Chairman of the Meeting after completion of the scrutiny of the votes cast by the Public Shareholders (who form part of the Equity Shareholders) so as to announce the results of the votes exercised by the Public Shareholders of the Company in compliance with the SEBI Master Circular.

The Hon'ble Tribunal has appointed Mr. Abhay V. Udeshi, Chairman and Whole-time Director; failing him Mr. Hemant V. Udeshi Managing Director and failing him Mr. Vikram V. Udeshi, Chief Financial Officer to be the Chairman of the Meeting, including for any adjournment or adjournments thereof.

The Scheme, if approved in the aforesaid Meeting, will be subject to the subsequent sanction of the Hon'ble Tribunal.

Sd/-

Abhay V. Udeshi DIN:00355598 Chairman appointed for the Meeting

Dated this July 19, 2022 Place: Mumbai Registered Office: Tower A, 701, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (W), Mumbai, 400 013 CIN: L24100MH1992PLC066691 Email: investors@jayantagro.com Website: www.jayantagro.com Tel:-022-40271300

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Notes:

1. Pursuant to the directions of the Hon'ble Tribunal vide its Order dated Thursday, June 23, 2022 the Meeting of the Equity Shareholders of the Company is being conducted through video conferencing (“VC”) / other audio visual means (“OAVM”) facility to transact the business set out in the Notice convening this Meeting. The deemed venue for the Meeting shall be the Registered Office of the Company.

2. The Statement pursuant to Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of the business set out in the Notice of the Meeting is annexed hereto.

3. maintained by the Depositories as on the Cut-off Date (i.e. Friday, August 19, 2022) only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an equity shareholder as on the Cut-off Date, should treat the Notice for information purpose only.

4. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), the company has engaged the services of Link Intime India Private Limited for providing e-voting facility to the Members. The facility of casting votes by a member using remote e-voting as well as the e-voting system during the Meeting will be provided by Link Intime. Details of the e-voting process and other relevant details forms part of this Notice.

5. Since this Meeting is being held through VC / OAVM, physical attendance of equity shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the equity shareholders will not be available for the Meeting and hence the Proxy Form and Attendance Slip are not annexed hereto.

6. No route map of the venue of the Meeting is annexed hereto, since this Meeting is being held through VC / OAVM.

7. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.

8. The quorum for the aforesaid Meeting of the Equity Shareholders of the Company shall be as prescribed under Section 103 of the Companies Act, 2013 and would include Equity Shareholders present through video conferencing and/or other audio-visual means. In case the required quorum as stated above is not present at the commencement of the Meeting, the Meeting shall be adjourned by 30 (thirty) minutes and thereafter the persons present shall be deemed to constitute the quorum.

9. Members who would like to express their views/ask questions as a speaker at the Meeting may pre-register themselves by sending a request from their registered e-mail address mentioning their names, DP ID and Client ID/folio number and mobile number at investors@jayantagro.com on or before Monday, August 22, 2022. Only those Members who have pre-registered themselves as speakers will be allowed to express their views/ask questions during the Meeting. The Chairman of the meeting appointed by Hon'ble NCLT reserves his right to restrict the number of speakers depending on the availability of time for the Meeting.

10. The Notice of the Meeting and the accompanying documents mentioned in the Index are being sent through electronic mode to those equity shareholders whose email addresses are registered with the Company / Depositories and by Post / courier/hand delivery to the equity shareholders whose email addresses are not registered with the Company / Depositories.

11. The equity shareholders may note that the aforesaid documents are also available on the website of the Company and can be accessed /downloaded from the website of the Company www.jayantagro.com and on the website of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively. If so desired, equity shareholders may obtain a physical copy of the Notice and the accompanying documents, i.e., Scheme and the Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 etc., free of charge. A written request in this regard, along with details of your shareholding in the Company, may be addressed to the Company at investors@jayantagro.com.

12. The Notice convening the Meeting will be published in 'Business Standard' in English Language having nation -wide circulation and 'Sakal' in Marathi Language having circulation in the State of Maharashtra.

13. In accordance with the provisions of Sections 230 to 232 of the Act, the Scheme shall be considered approved by the equity shareholders only if the Scheme is approved by majority of persons representing three-fourth in value of the equity shareholders of the Company, voting through remote e-voting and e- voting facility made available during the Meeting through VC/ OAVM.

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1. The Hon'ble NCLT has appointed Mr. V V Chakradeo, Practising Company Secretary (Membership No. FCS 3382) as the Scrutinizer to scrutinize votes cast electronically through remote e-voting and e-voting through VC/OAVM during the Meeting in a fair and transparent manner. The Scrutinizer shall submit a consolidated report on votes cast to the chairperson of the Meeting or to the person so authorised by the chairperson. The scrutinizer's decision on the validity of the votes cast electronically shall be final.

15. Remote e-Voting Instructions for shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

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

Type of shareholders		Login method
Individual Shareholders holding securities in demat mode with NSDL	1. 2. 3.	Existing IDeAS user can visit the e-Services website of NSDL viz. https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the "Benefcial Owner" icon under "Login"" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e- Voting page. Click on company name or e-Voting service provider name i.e. LINK INTIME and you will be re-directed to “InstaVote” website for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click athttps://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. LINK INTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
. Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps:// web.cdslindia.com /myeasi/home/login www.cdslindia.com or and click on New System Myeasi. After successful login of Easi/Easiest the user will be able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period. If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasi/Registration/ EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat account number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. LINK INTIME. Click on LINK INTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

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Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name i.e. LINK INTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

Login method for Individual shareholders holding securities in physical form is given below:

Individual Shareholders of the company, holding shares in physical form as on the cut-off date for e- voting may register for e-Voting facility of Link Intime :	1. 2. 3. 4.	Open the internet browser and launch the URL: https://instavote.linkintime.co.in Click on“Sign Up”under'SHARE HOLDER'tab and register with your following details: - A. User ID:Shareholders holding shares inphysical form shall provideEvent No + Folio Number registered with the Company. B. PAN:Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable. C. DOB/DOI:Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format) D. Bank Account Number:Enter your Bank Account Number (last four digits), as recorded with your DP/Company. *Shareholders/ members holding shares inphysical formbut have not recorded 'C' and 'D', shall provide their Folio number in 'D' above Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&), at least one numeral, at least one alphabet and at least one capital letter). Click “confrm” (Your password is now generated). Click on 'Login' under'SHARE HOLDER'tab. Enter your User ID, Password and Image Verifcation (CAPTCHA) Code and click on'Submit'.*

Cast your vote electronically:

• 'View' icon .

• E-voting page will appear.

• Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you

• wish to view the entire Resolution details, click on the 'View Resolution'

• After selecting the desired option i.e. Favour / Against, click on 'Submit'. you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

Guidelines for Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system at https://instavote.linkintime.co.in and register themselves as 'Custodian / Mutual Fund / Corporate Body'. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the 'Custodian / Mutual Fund / Corporate Body' login for the Scrutinizer to verify the same.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

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Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 22- 23058542-43.
Individual Shareholders holding securities in Physical mode has forgotten the password:		If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in ØClick on'Login'under'SHARE HOLDER'tab and further Click'forgot password?' ØEnter User ID, select Mode and Enter Image Verifcation code (CAPTCHA). Click on “SUBMIT”. In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter. User ID for Shareholders holding shares in Physical Form (i.e. Share Certifcate): Your User ID is Event No + Folio Number registered with the Company
Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:		Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website. ØIt is strongly recommended not to share your password with any other person and take utmost care to keep your password confdential. ØFor shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice. ØDuring the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

DECLARATION OF RESULTS ON THE RESOLUTION

• (a) The result of the voting shall be announced by the chairperson of the Meeting or a person authorized by the chairperson in writing within 2 (two) working days from the conclusion of the Meeting upon receipt of the consolidated and separate Scrutinizer’s report. The results declared, along with the Scrutinizer’s report, shall be hosted on the Company’s website at: www.jayantagro.com immediately after the result is declared. The Company shall also simultaneously forward the results along with the scrutinizer’s report to BSE Limited and National Stock Exchange of India Limited, the stock exchanges where the Company’s equity shares are listed.

• b) Subject to the receipt of requisite majority of votes in favour of the Scheme, the resolution shall be deemed to be passed on the date of the Meeting, i.e., on Saturday, August 27, 2022.

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Process and manner for attending the Meeting through InstaMeet:

1. Open the internet browser and launch the URL: https://instameet.linkintime.co.in

Ø Select the “Company” and 'Event Date' and register with your following details: -

• A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No

• Shareholders/ members holding shares in

• Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID

• Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company

• B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

• C. Mobile No.: Enter your mobile number.

• D. Email ID: Enter your email id, as recorded with your DP/Company.

ØClick “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).

Please refer the instructions (annexure) for the software requirements and kindly ensure to install the same on the device which would be used to attend the meeting. Please read the instructions carefully and participate in the meeting. You may also call upon the InstaMeet Support Desk for any support on the dedicated number provided to you in the instruction/ Insta MEET website.

Instructions for Shareholders/ Members to Speak during the Meeting through InstaMeet:

1. Shareholders who would like to speak during the meeting must register their request in advance with the company on the email id as mentioned in this notice.

2. Shareholders will receive “speaking serial number” once they mark attendance for the meeting.

3. Other shareholder may ask questions to the panellist, via active chat-board during the meeting.

4. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name

and serial number for speaking.

Instructions for Shareholders/ Members to Vote during the Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer/ moderator during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

1. On the Shareholders VC page, click on the link for e-Voting “Cast your vote”

2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on 'Submit'.

3. After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

4. Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under 'Favour/Against'.

5. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.

6. subsequently.

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Note: Shareholders/ Members, who will be present in the Meeting through InstaMeet 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 facility during the meeting. Shareholders/ Members who have voted through Remote e- Voting prior to the Meeting will be eligible to attend/ participate in the Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@linkintime.co.in or contact on: - Tel: 022-49186175.

Guidelines to attend the Meeting proceedings of Link Intime India Pvt. Ltd.: InstaMEET

For a smooth experience of viewing the Meeting proceedings of Link Intime India Pvt. Ltd. InstaMEET, shareholders/ members who are registered as speakers for the event are requested to download and install the Webex application in advance by following the instructions as under:

P l e a s e d o w n l o a d a n d i n s t a l l t h e W e b e x a p p l i c a t i o n b y c l i c k i n g o n t h e l i n k https://www.webex.com/downloads.html/https://meetingsapac30.webex.com/webappng/sites/meetingsapac30 /dashboard?siteurl=meetingsapac30

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Step 1 Enter your First Name, Last Name and Email ID and click on Join Now.

1 (A) If you have already installed the Webex application on your device, join the meeting by clicking on Join Now 1 (B) If Webex application is not installed, a new page will appear giving you an option to either Add Webex to chrome or Run a temporary application.

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Click on Run a temporary application, an exe fle will be downloaded. Click on this exe fle to run the application and join the meeting by clicking on Join Now

• b) If you do not want to download and install the Webex application, you may join the meeting by following the process mentioned as under:

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Sd/Abhay V. Udeshi DIN 00355598 Chairman appointed for the Meeting

Dated this July 19, 2022 Place: Mumbai Registered Office: Tower A, 701, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (W), Mumbai :- 400 013 Email:- investors@jayantagro.com Website:- www.jayantagro.com Tel:-022-40271300

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT MUMBAI CA(CAA) No. 139 /NCLT/MUM/2022

In the matter of Companies Act, 2013;

And

In the matter of the Sections 230 to 232 read with Section 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013;

And

In the matter of the Scheme of Merger by Absorption between Jayant Finvest Limited with Jayant Agro-Organics Limited

Jayant Agro-Organics Limited …..Applicant Company/Transferee Company

STATEMENT UNDER SECTION 230(3) OF THE COMPANIES ACT, 2013 READ WITH SECTION 102 OF THE COMPANIES ACT 2013 AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 FOR THE MEETING OF THE EQUITY SHAREHOLDERS OF JAYANT AGRO-ORGANICS LIMITED CONVENED AS PER THE DIRECTIONS OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH.

In this statement, Jayant Finvest Limited is hereinafter referred to as 'JFL' or 'the Transferor Company', and Jayant Agro-Organics Limited is hereinafter referred to as 'JAOL' or 'the Applicant Company' or 'the Transferee Company' or 'the Company'. Capitalized terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.

1. Pursuant to an Order dated June 23, 2022 passed by the Hon'ble National Company Law Tribunal, Mumbai Bench (' NCLT ') in the Company Application No. 139 of 2022 referred to herein above, a Meeting of the Equity Shareholders of Jayant Agro-Organics Limited is being convened and held through video conferencing (' VC ') / Other Audio Visual Means (' OAVM ') on Saturday, August 27, 2022 at 2.00 p.m. (IST) for the purpose of considering and if thought fit, approving the proposed Scheme of Merger by absorption of the Transferor Company with the Transferee Company and their respective shareholders and creditors (' Scheme ').

2. As directed by the Hon'ble NCLT, the Applicant Company is convening a Meeting of its Equity Shareholders, who are required to pass the resolution approving the Scheme. Since Equity Shareholders include Public Shareholders, this will be in sufficient compliance of the SEBI Master Circular dated December 22, 2020, bearing reference number SEBI/HO/CFD/DIL1/CIR/P/2020/249 and Securities Exchange Board of India Master Circular No SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 ('SEBI Master Circulars') . The scrutinizer will however submit his consolidated and separate report to the Chairman of the Applicant Company after completion of the scrutiny of the votes cast by the Public Shareholders so as to announce the results of the votes exercised by the Public Shareholders of the Applicant Company.

3. The draft Scheme made under the provisions of Section 230 to 232 of the Companies Act 2013 (“ Act”) was approved by the Audit Committee of the Applicant Company and Board of Directors of the Applicant Company and Transferor Company at two meetings held on July 31, 2021 and December 09, 2021. The Independent Committee of Directors of the Applicant Company has also recommended the Scheme. It is clarified that the meetings of Board of Directors and Audit Committee of the Applicant Company held on December 9, 2021 was held to comply with directions issued by the BSE Ltd. In accordance with the provisions of the SEBI Master Circulars, the Audit Committee of the Company vide a resolution passed on July 31, 2021 and December 9, 2021respectively, recommended the Scheme to the Board of Directors of the Company inter-alia taking into account:

4. a. Valuation Report dated July 30, 2021 issued by Sanka Hari Surya, Independent Registered Valuer (Registration No: IBBI/RV/07/2019/12576) for issue of shares pursuant to the Scheme and supplemental valuation report dated December 9, 2021 issued by Mr. Artham Someswara Rao, Independent Registered Valuer bearing Registration No: IBBI/RV/02/2019/11544) (together hereinafter referred to as “ Valuation Reports”) .

5. b. The Fairness Opinion issued by Saffron Capital Advisors Private Limited , an independent Merchant Banker dated July 30, 2021on the fairness of the Valuation Report and Supplemental Fairness Opinion dated December 9, 2021 issued by Saffron Capital Advisors Private Limited (“ Fairness Opinions”) ;

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• Accountants, Statutory Auditors of the Applicant Company, in relation to the accounting treatment prescribed in the Scheme.

• d. Copies of the Valuation Reports and Fairness Opinions are annexed to this Notice.

• Based upon the recommendations of the Audit Committee and on the basis of the evaluations, the Board of Directors of the Applicant Company and Independent Committee of Directors has come to the conclusion that the Scheme is not prejudicial to and is in the best interests of the Applicant Company and its Shareholders.

• In accordance with the provisions of Sections 230-232 of the Act, the Scheme shall be acted upon only if a majority in persons representing three fourths in value of the equity shareholders, of the Applicant Company, voting through VC/ OAVM or remote e-voting, agree to the Scheme.

• A copy of the Scheme as approved by the Board of Directors of the respective Companies is annexed herewith.

• BACKGROUND OF COMPANIES INVOLVED IN THE SCHEME

TRANSFEROR COMPANY

• a. The Transferor Company is anunlisted public company, limited by shares, incorporated under the provisions of the Companies Act, 1956 and is registered with the Registrar of Companies, Maharashtra, Mumbai with Corporate Identity Number U99999MH1992PLC066277. The Transferor Company was incorporated on April 09, 1992 as “Jayant Finvest Private Limited”. The Transferor Company's name was subsequently changed to “Jayant Finvest Limited” on March 07, 2005 vide certificate of change of name dated April 28, 2005 issued by Registrar of Companies, Maharashtra, Mumbai. The Permanent Account Number (PAN) of the Transferor Company is AAACJ0231F. The Email id of the Transferor Company is investors@jayantagro.com Further, there has been no change in the name of the Company in the last 5 years.

• b. The equity shares of the Transferor Company are not listed on any stock exchanges.

• Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West) Mumbai Maharashtra 400013 India. There has been no change in the registered office address since the year 2013.

• d. The share capital of the Transferor Company as on the Appointed Date was as under:

Share Capital	Amount in Rupees
12,00,000 Equity Shares of Rs 10/- each	1,20,00,000
2,00,000 12% Redeemable Preference Shares of Rs 100/- each	2,00,00,000
Total	3,20,00,000
Issued, Subscribed and Paid-up Share Capital
10,00,450 Equity Shares of Rs 10/- each	1,00,04,500
Total	1,00,04,500

Subsequent to the aforesaid date, there has been no change in the authorised, issued and paidup share capital of the Transferor Company until the date of this Notice and Statement.

• e. The main objects of the Transferor Company under Clause III of the Memorandum of Association of the Company interalia include :

“1. make investment in shares, stocks, securities, bonds or other securities and to finance industrial enterprises and for that purpose lend and advance monies to entrepreneurs, promoters and industrial concerns on such terms and conditions and with or without securities as may be thought appropriate including providing funds on venture capital and to acquire shares, stocks, bonds, units, obligations or securities by original subscription or securities by original

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subscription participation in syndicates, tender, purchase, exchange or otherwise and to guarantee the subscription thereof and to carry on the business of Assets Management, Risk Management and Mutual Fund.

3. To carry on the business of Merchant Banking in all its aspects, to act as Managers to issues & offers, whether by way of public offer or otherwise, of shares, debentures, bonds, units, participation certificates, deposit certificates, notes, bills, warrants or any other instruments whether or not transferable or negotiable, commercial or other paper or scripts (hereinafter collectively referred to as the “Securities”), to act as agents of and/or dealers in the securities in the course of merchant banking business, to act as financial consultants, joint managers, lead managers, co-managers, advisors and counselors in investment and capital markets, to undertake portfolio management to underwrite, subunderwrite, or to provide standby or procurement arrangement to issue guarantee or to give any other commitments for subscribing or agreeing to subscribe or procure or agree to procure subscription for the securities, to provide financial and investment assistance for the purpose herein, to act as issue house, registrars to issue, transfer agents for the securities, to manage and administer computer centres and clearing house for the securities, to form syndicates or consortia of managers, agents and purchasers for any of the securities, to acquire and hold one or more membership in stocks/security exchange trade association, commodity exchanges clearing houses or associations or otherwise in India or any part of the world to act as brokers, dealers and agents in connection with the securities, bullions and precious metals or other to syndicate any financial arrangements whether in domestic market or in international market whether by way of loans or guarantees or export and yard credits, and to acquire and hold membership in any association of bankers, merchant bankers, insurance companies, brokers and security dealers. ”

There has been no change in the object clause of the Transferor Company in the last 5 years.

• f. The Transferor Company is a Core Investment Company in terms of the Core Investment Companies (Reserve Bank) Directions, 2016.

RELATIONSHIP BETWEEN THE TRANSFEROR COMPANY AND THE APPLICANT COMPANY

As on date, the Transferor Company, being one of the Promoter/ Promoter Group entity holds 1,81,64,000 equity shares in the Transferee Company amounting to 60.55% of the equity shares issued by the Transferee Company and accordingly the Transferor Company is a holding Company of Transferee Company.

TRANSFEREE COMPANY

• a. The Transferee Company is a public listed company, limited by shares, registered with the Registrar of Companies, Maharashtra, Mumbai under the provisions of the Companies Act, 1956 with Corporate Identity Number L24100MH1992PLC066691. The Transferee Company was incorporated on May 07, 1992 as “Jayant Agro-Organics Private Limited”. The Word “Private” was deleted from the name of the Company w.e.f. December 7, 1992 as per section 43-A (1) of the erstwhile Companies Act, 1956 (as amended from time to time) and thereafter the Transferee Company's name was changed to “Jayant Agro-Organics Limited” by virtue of Special Resolution passed by the Shareholders of the Company at its Extra Ordinary General Meeting dated December 21, 1992 & vide certificate of change of name dated April 2, 1993 issued by Registrar of Companies, Maharashtra, Bombay. The Permanent Account Number (PAN) of the Transferee Company is AAACJ7581Q. The Email id of the Applicant Company is investors@jayantagro.com Further, there has been no change in the name of the Company in the last 5 years.

• b. The equity shares of the Company are listed on BSE Limited (“ BSE ”) and the National Stock Exchange of India Limited (“ NSE ”) (hereinafter collectively referred to as the “ Stock Exchanges ”).

• Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West) Mumbai Maharashtra 400013 India. There has been no change in the registered office address since the year 2013.

• d. The share capital of the Transferee Company as on the Appointed Date was as under:

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Share Capital	Amount in Rupees
Authorized Capital
7,90,00,000 Equity Shares of Rs 5/- each	39,50,00,000
60,00,000 Redeemable Preference Shares of Rs 5/- each	3,00,00,000
Total	42,50,00,000
Issued, Subscribed and Paid-up Share Capital
3,00,00,000 Equity Shares of Rs 5/- each	15,00,00,000
Total	15,00,00,000

Subsequent to the aforesaid date, there has been no change in the authorised, issued and paidup share capital of the Transferee Company until the date of this Notice and Statement.

• under Clause III of the Memorandum of Association of the Company are interalia is under:

“ purchasers, sellers, exporters, importers and dealers of all kinds of organic chemicals, fertilizers, manures, pesticides, calcium carbide, ethyl alcohol, coal-tar, medicines, ointments, essences, acids, dyes, paints, colours, pigments, varnishes, inks, explosives. ammunition, fuels oils, greases, lubricants, vegetable oils and cotton seed oil, ground nut oil, hydrogenated oil, linseed oil, castor and/or any other oil, oil cakes, deoiled cakes, seeds, careals and substances from Agro based products and derivatives or extractions. ”

There has been no change in the object clause of the Transferee Company in the last 5 years.

• f. The Transferee Company is presently engaged in the business of inter alia , manufacture and sale of a wide range of chemicals based on Castor Oil which include agro-based renewable, nonfood and eco-friendly resources.

• TERMS OF THE SCHEME

• from the Appointed Date shall come into force on the Effective Date (as defined in the Scheme).

• b. Capital reduction by way of cancellation of 1,81,64,000 (one crore eighty- one lakh sixty-four thousand) fully paid- up equity shares bearing the face value of Rs. 5/- held by Jayant Finvest Limited in Jayant Agro-Organics Limited.

• c. In consideration for the above, the Transferee Company shall issue in aggregate of 1,81,64,000 (one crore eighty- one lakh sixty-four thousand) fully paid- up equity shares bearing the face value of Rs. 5/- proportionately to the shareholders of Jayant Finvest Limited as per their shareholding in Jayant Finvest Limited and in accordance with the Valuation Reports.

The Scheme is subject to various conditions precedent as set out in detail in the Scheme, including but not limited to approvals from the share holders and Public Shareholders of the Applicant Company, Hon'ble NCLT and other applicable authorities.

1. RATIONALE OF THE SCHEME

2. a. Pursuant to Section 2(87) read with Companies (Restriction on number of Layers) Rules, 2017, no company (subject to certain exceptions) shall have more than two layers of subsidiaries. The Transferee Company is in the business of speciality chemicals and derivatives. The Transferee Company has also several Strategic tie ups, joint ventures in the sector it is operating. The Transferee Company from time to time explores various business opportunities which may be undertaken in future and therefore reducing these layers will help the Transferee Company to quickly seize such business opportunities as and when they arise. Further, the Amalgamation shall have no adverse implications for the Transferor Company, the Transferee Company, or public shareholders of the Transferee Company. The public shareholding in the Transferee Company shall not be diluted and shall remain the same even after the Amalgamation coming into effect.

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• b. It is proposed to amalgamate the Transferor Company with the Transferee Company by this Scheme, as a result of which the shareholders of the Transferor Company i.e. the Promoters (as defined in the Scheme) shall directly hold shares in the Transferee Company.

• shareholding tiers and demonstrate direct commitment to and engagement with the Transferee Company by the Promoters.

10. SALIENT FEATURES OF THE SCHEME

• a. The Scheme is presented under Sections 230-232 read with Section 66 other applicable provisions of the Act, as may be applicable, for the amalgamation of the Transferor Company with the Applicant Company.

• b. The Transferor Company and the Transferee Company shall make application(s) and/or petition(s) under Sections 230-232 of the Act to the jurisdictional NCLT, as the case may be for sanction of this Scheme and all matters ancillary or incidental thereto.

c.

“ Appointed Date ” means April 1, 2021 or such other date as may be mutually agreed upon by the respective Board of Directors of Transferee Company and Transferor Company with the approval of the National Company Law Tribunal, Mumbai Bench at Mumbai or such other date as may be fixed by the National Company Law Tribunal, for the purposes of this Scheme and Income Tax Act, 1961.

“ Corporate Action ” shall mean sub-division, consolidation, or re-organization or any other type of capital restructuring activities including but not limited to issue of bonus/right shares excluding grant of employee's stock options and consequent allotment, by the Transferee Company until the effectiveness of the Scheme which would impact the shareholding interest of the Transferor Company in the Transferee Company in any way whatsoever.

“ New Equity Shares ” shall mean the equity shares of Transferee Company to be issued and allotted to shareholders of Transferor Company in a manner detailed under Clause 2.7 of the Scheme.

“ Record Date Company and the Transferee Company for the purpose of determining the shareholders of the Transferor Company to whom equity shares of Transferee Company will be allotted pursuant to this Scheme.

• d. With effect from the Appointed Date, and upon the Scheme becoming effective, the Transferor Company shall stand transferred to and be vested in the Transferee Company, as a going concern, without any further deed or act, together with all the properties, assets, rights, liabilities,

e . Consideration

• i. Upon this Scheme becoming effective, and in consideration of Amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall, without any further act or deed and without any further payment, on the basis of the Valuation Reports shall issue and allot to the shareholders of Transferor Company as on the Record Date, New Equity Shares being an aggregate sum equal to the number of equity shares as held by the Transferor Company in the Transferee Company in the following manner:

1,81,64,000 (One crore eighty- one lakh sixty-four thousand) fully paid- up equity share of Rs. 5/- each credited as fully paid up equity shares of the Transferee Company shall be issued to the equity shareholders of the Transferor Company in proportion of their respective holding in 10,00,450 equity shares of Rs 10/- each held in the Transferor Company.

ii. In the event that the New Equity Shares entitled to be issued result in fractional entitlements, the Board of Directors of the Transferee Company shall be empowered to consolidate and/or round off such fractional entitlements into whole number of equity shares to an integer in a manner to ensure that only 1,81,64,000 number of fully paid equity shares of Rs 5/- (Rupees five only) each to be issued to the shareholders of the Transferor Company.

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• iii. The New Equity Shares shall be issued in dematerialised form.

• iv. In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Transferor Company, the Board of Directors of the Transferee Company shall be empowered in appropriate, cases, prior to or even subsequent to the Record Date, to effectuate such a transfer as if such changes in the registered holder were operative as on the Record Date, in order to remove any difficulties, after the effectiveness of this Scheme.

• v. The New Equity Shares to be issued to the shareholders of the Transferor Company above shall be subject to the Memorandum and Articles of Association of the Transferee Company and shall rank pari-passu with the existing equity shares of the Transferee Company in all respects.

• vi. If the Transferee Company changes its capital structure by way of any Corporate Action, the number of New Equity Shares shall further be suitably modified/adjusted to give effect to such Corporate Actions.

• vii. The New Equity Shares in terms of this Scheme will be listed and/or admitted to trading on the Stock Exchanges where the shares of the Transferee Company are listed and/or admitted to trading subject to necessary approvals from the Stock Exchanges and necessary applications and compliances being made by the Transferee Company.

• viii. On the approval of the Scheme by the shareholders of Transferee Company pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act, it shall be deemed that the said shareholders of Transferee Company have also resolved and accorded all relevant consent for issue of New Equity Shares in terms of this Scheme of Merger by Absorption under Sections 42, 62 and such other provisions of the Act to the extent the same may be considered applicable, if any and it is clarified that there will be no need to pass separate shareholders' resolution as required under Section 42, 62 and/or any other provisions of the Act, if any, as may be applicable.

• f. Except by consent of the Board of Directors of the Transferee Company and subject to changes pursuant to commitments, obligations or arrangements prior to the Appointed Date or as part of this Scheme, pending sanction of this Scheme by the Hon'ble NCLT, the Transferor Company shall not take any Corporate Action.

g. This Scheme is and shall be conditional upon and subject to:

• i. The Scheme being approved by the requisite majorities in number and value of such classes of persons including the respective members and/or creditors, if required, of the Transferor Company and the Transferee Company, as may be directed by the Hon'ble NCLT or any other appropriate authority as may be applicable;

• ii. The requisite sanctions and approvals of any Government authority including Stock Exchanges and SEBI, as may be required by law, in respect of the Scheme being obtained;

• iii. The sanction of this Scheme by the Hon'ble NCLT under Sections 230 to 232 of the Act, and other applicable provisions, if any of the Act in favour of the Transferor Companies and the Transferee Company; and

• being filed with the Registrar of Companies, Mumbai, by the Transferor Company and the Transferee Company.

h. Cancellation of Equity Shares held by Transferor Company in the Transferee Company

• i. All equity shares held by the Transferor Company in the share capital of the Transferee Company as on the Effective Date equivalent to 1,81,64,000 equity shares shall stand cancelled, without any further act or deed, upon this Scheme becoming effective. Accordingly, the share capital of Transferee Company shall stand reduced to the extent of the face value of equity shares held by the Transferor Company in the Transferee Company. Provided however, should there be any change in such shareholding on account of a Corporate Action, if any, by the Transferee Company the number of equity shares to be reduced on the Scheme becoming effective shall stand suitably modified. However, the Transferee Company will correspondingly issue as consideration 1,81,64,000 (as modified by corporate action, if any) equity shares having a face value of Rs.5/- each to the Shareholders of the Transferor Company pursuant to the Scheme.

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  - ii. The reduction in the share capital of the Transferee Company shall be effected as an integral part of the Scheme in accordance with the provisions provided under Explanation to Section 230 and any other applicable provisions of the Act. The order of Hon'ble NCLT sanctioning this Scheme shall also include approval and confirmation on the reduction of share capital of the Transferee Company which shall be deemed to be an order under Section 66 of the Act confirming the reduction and pursuant to provisions under Explanation to Section 230, no separate sanction shall be necessary.

  - iii. The reduction as contemplated above would not involve either a diminution of liability in respect of unpaid share capital, if any or payment to any shareholder of any unpaid share capital. The Transferee Company shall not be required to add the words "and reduced" as a suffix to its name consequent upon such reduction.

• Note: The above are the salient features of the Scheme. The shareholders are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions of the Scheme.

• APPROVALS

• a. Pursuant to SEBI Master Circular dated December 22, 2020, bearing reference number SEBI/HO/CFD/DIL1/CIR/P/2020/249 read with Regulation37 of the SEBIL is ting Regulations, the Applicant Company had filed necessary applications before the Stock Exchanges seeking their no-objection to the Scheme. The Applicant Company has received the observation letters from the Stock Exchanges both dated January 7, 2022 conveying their no-objection to the Scheme ('Observation Letters') . Copies of the aforesaid Observation Letters are annexed.

• b. The Scheme along with related documents was hosted on the website of the Company, BSE and NSE and was open for complaints/comments. Copies of the Complaint reports dated October 21, 2021 and September 22, 2021 were filed with BSE and NSE respectively are annexed.

• c. The Applicant Company and the Transferor Company have made a joint application before the National Company Law Tribunal, Mumbai Bench for the approval of the Scheme under Sections 230- 232 read with Section 66 and other applicable provisions of the Act.

• d. The Applicant Company and the Transferor Company are required to seek approvals / sanctions / no- objections from certain concerned authorities for the Scheme including the Registrar of Companies, Regional Director, Ministry of Corporate Affairs, Income Tax authorities and the Official Liquidator as may be applicable and the Scheme along with this Statement are also being sent simultaneously to the said authorities.

12. CAPITAL STRUCTURE

• a. The pre-amalgamation capital structure of the Transferee Company is mentioned in paragraph 7 above. Post the amalgamation capital structure of the Applicant Company (assuming the continuing capital structure as on date would be the same since, post amalgamation, the equity shares held by the Transferor Company shall stand cancelled and as a consideration for the amalgamation same number of shares will be issued to the Shareholders of the Transferor Company.

• b. The pre-amalgamation capital structure of the Transferor Company is mentioned in paragraph 8 above. Post the amalgamation, the Transferor Company shall stand dissolved without being wound- up.

13. PRE AND POST AMALGAMATION SHAREHOLDING

• a. The pre and post amalgamation based on the capital structure as on June 30, 2022 shareholding pattern of the Applicant Company is annexed.

• b. The pre-scheme shareholding pattern of the Transferor Company as on June 30, 2022 and post scheme Shares to be issued pursuant to the Scheme and Aggregate shareholding in JAOL post Scheme is as under:

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		Pre- Scheme Shareholding of JFL	Pre- Scheme Shareholding of JFL	Shares of JAOL issued as consideration p u r s u a n t t o Scheme	Shares of JAOL issued as consideration p u r s u a n t t o Scheme	Aggregate shares i.e. present and post Scheme shareholding in JAOL under the Promoter/ Promoter Group of JAOL	Aggregate shares i.e. present and post Scheme shareholding in JAOL under the Promoter/ Promoter Group of JAOL	Aggregate shares i.e. present and post Scheme shareholding in JAOL under the Promoter/ Promoter Group of JAOL	Aggregate shares i.e. present and post Scheme shareholding in JAOL under the Promoter/ Promoter Group of JAOL
						Pre- Scheme		Post Scheme
Sr No	Category	No. of shares	%	No. of shares	%	No. of shares	%	No. of shares	%
A. Promoter and Promoter Group
I) Individuals/ Hindu Undivided Family
1	Mr. Abhay Vithaldas Udeshi Mrs.Trupti Abhay Udeshi	550	0.05	9,986	0	25,700	0.09	35,686	0.12
2	Mr. Hemant Vithaldas Udeshi Mrs. Lajwanti Hemant Udeshi	550	0.05	9,986	0	45,200	0.15	55,186	0.18
3	Mr. Jayraj Gokuldas Udeshi [HUF]	900	0.09	16,340	0	50,800	0.17	67,140	0.22
4	Mr.Subhash Vithaldas Udeshi Mrs.Dhruti Subhash Udeshi	550	0.05	9,986	0	35,000	0.12	44,986	0.15
5	Mr. Vithaldas Gokaldas Udeshi [HUF]	550	0.05	9,986	0	73,200	0.24	83,186	0.28
6	Mr. Bharat M.Udeshi Mrs.Shital B Udeshi	600	0.06	10,893	0	70,000	0.23	80,893	0.27
7	Mr.Dhruv V Udeshi	450	0.04	8170	0	5,2000	0.17	60,170	0.20
8	Mr. Hitesh Jayraj Udeshi Mrs. Aruna Jayraj Udeshi Mrs.Bijal V Udeshi	600	0.06	10,893	0	92,400	0.31	1,03,293	0.34
9	Mrs. Aruna Jayraj Udeshi Mr. Hitesh Jayraj Udeshi Mrs.Bijal V Udeshi	600	0.06	10,893	0	2,95,392	0.98	3,06,286	1.02
10	Mrs.Malti M Udeshi	600	0.06	10,893	0	80,000	0.27	90,894	0.30
11	Mr. Mulraj G.Udeshi (HUF)	900	0.09	16,340	0	80,000	0.27	96340	0.32
12	Mr.Sudhir V Udeshi Mr. Vikram V Udeshi Mrs. Pushpa V Udeshi	300	0.03	5,447	0	52,000	0.17	57,447	0.19
13	Mr. Sudhir Vijaysinh Udeshi	450	0.04	8,170	0	44,000	0.15	52,170	0.17
14	Mr. Vikram V Udeshi	450	0.04	8,170	0	24,800	0.08	32,970	0.11
15	Mr. Yatin V Udeshi	450	0.04	8,170	0	4,000	0.01	12,170	0.04
16	Mulraj Gokuldas Udeshi	0	0.00	0	0	1,13,448	0.38	1,13,448	0.38

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17	Abhay Vithaldas Udeshi(HUF)	0	0.00	0	0	65,600	0.22	65,600	0.22
18	Mrs. Pushpa Vijaysinh Udeshi	0	0.00	0	0	64,000	0.21	64,000	0.21
19	Hemant Vithaldas Udeshi(HUF)	0	0.00	0	0	51,000	0.17	51,000	0.17
20	Subhash Vithaldas Udeshi (HUF)	0	0.00	0	0	50,000	0.17	50,000	0.17
21	Mrs. Dhruti Subhash Udeshi	0	0.00	0	0	45,800	0.15	45,800	0.15
22	Mrs. Lajwanti Hemant Udeshi	0	0.00	0	0	39,000	0.13	39,000	0.13
23	Mrs. Trupti Abhay Udeshi	0	0.00	0	0	35,400	0.12	35,400	0.12
24	Mr. Dhayvat Hemant Udeshi	0	0.00	0	0	7,600	0.03	7,600	0.03
25	Mr. Varun Abhay Udeshi	0	0.00	0	0	7,600	0.03	7,600	0.03
26	Mrs. Neeta V Udeshi	0	0.00	0	0	21,000	0.07	21,000	0.07
27	Mrs. Bijal V Udeshi	0	0.00	0	0	13,400	0.04	13,400	0.04
28	Mrs. Aditi Subhash Udeshi	0	0.00	0	0	2600	0.01	2,600	0.01
29	Mrs. Jyotika AbhayUdeshi	0	0.00	0	0	2600	0.01	2,600	0.01
30	Mrs. Priyanka Subhash Udeshi	0	0.00	0	0	2600	0.01	2,600	0.01
31	Mr. Sandeep Sudhir Udeshi	0	0.00	0	0	1400	0.00	1,400	0.00
32	Mrs. Sanjhali Potda	r 0	0.00	0	0	450	0.00	450	0.00
33	Mrs. Khushboo S. Udeshi	0	0.00	0	0	1000	0.00	1,000	0.00
II) Body Corporate
34	Enlite Chemical Industries Ltd	0	0.00	0	0	2,20,000	0.73	2,20,000	0.73
35	Jayant Finvest Limited	0	0.00	0	0	1,81,64,000	60.55	0.00	0.00
III) Others (Trust)
36	Mr.Jayraj Goculdas Udeshi Mr.Sudhir Vijaysinh Udeshi (on behalf of Udeshi Trust)	9,91,950	99.15	1,80,09,675	99	0	0.00	1,80,09,675	60.03
A Promoter and Promoter Group (I+II+III)		**10,00,450 **	100	1,81,64,000	100	1,99,32,990	66.44	1,99,32,990	66.44
B Public		0	0	0	0	**1,00,67,010 **	33.56	1,00,67,010	33.56
Total (A+B)		**10,00,450 **	100	1,81,64,000	100	**3,00,00,000 **	100.00	3,00,00,000	100.00

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1. EXTENT OF SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

2. a. Save as otherwise provided in the Scheme, the Directors and Key Managerial Personnel (KMP) and their respective relatives of the Applicant Company and Transferor Company may be deemed to be concerned and/or interested in the Scheme only to the extent of their shareholding in their respective Companies, or to the extent the said Directors/KMP are the partners, Directors, Members of the Companies, firms, association of persons, bodies corporate and/or beneficiary of trust that hold shares in any of the Companies. Save as aforesaid, none of the Directors, Managing Director or the Manager or KMP of the Applicant Company and the Transferor Company have any material interest in the Scheme.

3. b. The details of the present Directors and KMP of the Applicant Company and their respective shareholdings in the Applicant Company and the Transferor Company as on June 30, 2022 are as follows:

follows:
Name of Directors / KMP	Designation	Equity Shares of the Applicant Company	% of shareholding	Equity Shares of the Transferor Company	% of shareholding
Mr. Abhay V. Udeshi	Chairman & Whole- time Director	25,700	0.09	550	0.05
Mr. Hemant V. Udeshi	Managing Director	45,200	0.15	550	0.05
Dr. Subhash V. Udeshi	Whole-time Director	35,000	0.12	550	0.05
Mr. Varun A. Udeshi	Whole-time Director	7,600	0.03	0	0.00
M r . V K Bhandari	Independent Director	0	0.00	0	0.00
Mr. Mukesh C. Khagram	Independent Director	0	0.00	0	0.00
Mr. Pankaj Mehta	Independent Director	0	0.00	0	0.00
Mrs. Sucheta N Shah	Independent Director	0	0.00	0	0.00
Mr. Sanjay J. Mariwala	Independent Director	0	0.00	0	0.00
Mr. Vikram V. Udeshi	Chief Financial Offcer	24,800	0.08	450	0.04
Mr. Dinesh M. Kapadia	Company Secretary	0	0.00	0	0.00

• c. The details of the present Directors and KMP of the Transferor Company and their respective shareholdings in the Applicant Company and the Transferor Company as on June 30, 2022 are as follows. The Companies have neither issued preference shares nor convertible securities or options.

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Name of Directors / KMP	Designation	Equity Shares of the Applicant Company	% of shareholding	Equity Shares of the Transferor Company	% of shareholding
Mr. Abhay V. Udeshi	Chairman	25,700	0.09	550	0.05
Mr. Vikram V. Udeshi	Director	24,800	0.08	450	0.04
Mr. Mulraj G. Udeshi	Director	1,13,448	0.38	0	0.00

15. SUMMARY OF THE VALUATION REPORTS, FAIRNESS OPINION AND BOARD'S REPORT

entitlement ratio of allotment of Equity Shares pursuant to amalgamation of the Transferor Company with the Transferee Company.

The independent valuers have done valuation of the shares of the Transferor Company and the Applicant Company after considering the requirements of the SEBI Circulars. The valuers considered various acceptable methodologies including cost approach, income approach and market approach for the swap ratio. The swap ratio for allotment of equal number of equity shares that are being cancelled in the Applicant Company, was determined under the adjusted net asset methodology, as explained in detail in the Valuation Reports which are annexed.

Saffron Capital Advisors Private Limited,SEBI Registered Category - I Merchant Banker after having reviewed the Valuation Reports and on consideration of all the relevant factors and circumstances, have issued the Fairness Opinions wherein they have opined that in their view the independent valuers’ proposed valuation and share allotment is fair.

16. GENERAL

• st

• a. The amount due from the Applicant Company to its Secured Creditors as on 31 December, 2021 is Rs. 24,09,68,226/- (Rupees Twenty Four Crores Nine Lakh Sixty Eight Thousand Two Hundred and Twenty Six only). The Applicant Company has obtained Affidavits confirming their no objection to the Scheme from all of its four secured creditors.

• b. The Applicant Company’s Unsecured Creditors as on 31st March, 2022 is Rs. 30,45,38,144 (Rupees Thirty Crore Forty Five Lakhs Thirty Eight Thousand One Hundred and Forty Four only)

• c. The amount due from the Transferor Company to its Unsecured Creditors as on 31st December, 2021 is Rs. 4,49,187 (Rupees Four Lakhs Forty Nine Thousand One Hundred and Eighty Seven only). The Transferor Company has obtained Affidavits confirming their no objection to the Scheme from all its existing 3 Unsecured Creditors. The Transferor Company does not have Secured Creditors as on date of this Statement.

• d. The audited Financial Result for the period ended March 31, 2022 of the Applicant Company and the audited financials of the Transferor Company as on September 30, 2021 as well limited review financial results of Applicant Company indicates that both Companies are in a solvent position and would be able to meet liabilities as they arise in the course of business. There is no likelihood that any creditors of the Applicant Company would lose or be prejudiced as a result of this Scheme being passed since no compromise, sacrifice or waiver is called for from them nor are their rights sought to be modified in any manner. Hence, the amalgamation will not cast any additional burden on the shareholders or creditors of the Applicant Company, nor will it adversely affect the interest of any of the shareholders or creditors.

• e. The Scheme is not expected to have any adverse effects on the KMP, directors, promoters, nonpromoter members, creditors, debenture holders, deposit trustee, debenture trustee, and employees of the Applicant Company and the Transferor Company.

• f. In relation to the Meeting of the Applicant Company, Equity Shareholders of the Applicant Company whose names are appearing in the records of the Applicant Company as on Friday, August 19, 2022 shall be eligible to attend the Meeting of the Equity Shareholders of the Applicant Company convened asper the directions of the NCLT and cast their votes.

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• g. Except to the extent of the shares held by the Directors and KMP and their relative, as the case be and as stated above, none of Directors and KMP of the Applicant Company or their respective relatives is in any way connected or interested in the aforesaid resolution.

• h. There is no winding up proceedings admitted against the Applicant Company or the Transferor Company as of date.

• i. treatment specified in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act.

• j. Abridged Prospectus as provided in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 including applicable information pertaining to the Transferor Company and the certificate of Saffron Capital Advisors Private Limited Merchant Banker is annexed.

• k. No investigation proceedings under the provisions of Chapter XIV of the Actor under the provisions of the Companies Act, 2013 in respect of the Applicant Company.

• l. In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled and be of no effect and null and void.

• m. Names and addresses of the Directors and Promoters and Promoter Group holding shares of the Applicant Company are as under:

Sl. No.	Name of Director of the Applicant Company	Address
1	Mr. Abhay V. Udeshi	13 A,Sett Minar, 16APedder Road,Opp. Jaslok Hospital, Cumballa Hill Mumbai400026
2	Mr. Hemant V. Udeshi	A-42, Avalons Greenwoods, Opp. Hanuman Mandir, Sevasi, Vadodara-391101, Gujarat
3	Dr. Subhash V. Udeshi	13 B, Sett Minar, 16A PedderRoad, Opp. Jaslok Hospital,Cumballa Hill Mumbai 400026
4	Mr. Varun A. Udeshi	13 A, Sett Minar, 16A Pedder Road, Opp. Jaslok Hospital,Cumballa Hill Mumbai 400026
5	Mr. V K Bhandari	1704, Wallace Apts. Sleater Road Grant Road West, Grant Road Mumbai 400007
6	Mr. Mukesh C. Khagram	11, Swadhin Sadan" C"Road, Churchgate Mumbai 400020
7	Mr. Pankaj M. Mehta	Santok Building B5, 100 Dadasaheb Phalke Road,Dadar,Mumbai - 400014
8	Mrs. Sucheta N Shah	90/2, Neeta Building, G. Road, Marine Drive, Mumbai 400002
9	Mr. Sanjay J. Mariwala	Flat No.103, Belmont 37-D, L Jagmohandas Marg, Nepeansea Road, Cumballa Hill, Mumbai - 400026
Sl. No.	Name of Promoter and Promoter Group holding shares of the Applicant Company	Address
1	Jayant Finvest Limited	Tower A, 701, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (W), Mumbai :-400 013
2	Mr. Abhay Vithaldas Udeshi	13 A,Sett Minar,16A Pedder Road, Opp. Jaslok Hospital, Cumballa Hill Mumbai400026
3	Mr. Hemant Vithaldas Udeshi	A-42, Avalons Greenwoods, Opp. Hanuman Mandir, Sevasi, Vadodara-391101, Gujarat

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4	Jayraj Gokuldas Udeshi [HUF	502- Godavari, Sir Pochkhanwala Road, Worli, Mumbai :- 400 025
5	Dr. Subhash Vithaldas Udeshi	13 B, Sett Minar, 16A Pedder Road, Opp.JaslokHospital,CumballaHillMumbai400026
6	Vithaldas Gokaldas Udeshi [HUF]	13 A, Sett Minar,16 A Pedder Road, Opp.Jaslok Hospital, Cumballa Hill Mumbai 400026
7	Mr. Bharat M. Udeshi	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar(W),Mumbai :- 400 013
8	Mr. Dhruv V. Udeshi	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar (W), Mumbai :-400 013
9	Mr. Hitesh Jayraj Udeshi	502- Godavari, Sir Pochkhanwala Road, Worli, Mumbai :- 400 025
10	Mrs. Aruna Jayraj Udeshi	502- Godavari, Sir Pochkhanwala Road, Worli, Mumbai :- 400 025
11	Mrs. Malti M. Udeshi	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar(W), Mumbai 052
12	Mulraj Gokuldas Udeshi (HUF)	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar(W), Mumbai 052
13	Mr. Sudhir V. Udeshi	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar (W), Mumbai :- 400 013
14	Sudhir Vijaysinh Udeshi (HUF)	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar (W), Mumbai :- 400 013
15	Mr. Vikram V. Udeshi	1101, Hicons Classic 1, Dr. Ambedkar Road, Khar(W), Mumbai :- 400 013
16	Mr. Yatin V. Udeshi	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar(W),Mumbai :- 400 013
17	Mr. Mulraj Gokuldas Udeshi	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar(W),Mumbai :- 400 013
18	Abhay Vithaldas Udeshi (HUF)	13 A, Sett Minar,16 A Pedder Road, Opp.Jaslok Hospital, Cumballa Hill Mumbai 400026
19	Mrs. Pushpa Vijaysinh Udeshi	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar (W), Mumbai :- 400 013
20	Hemant Vithaldas Udeshi (HUF)	A-42, Avalons Greenwoods, Opp. Hanuman Mandir,Sevasi,Vadodara-391101,Gujarat
21	Subhash Vithaldas Udeshi (HUF)	13 B, Sett Minar, 16A PedderRoad, Opp. Jaslok Hospital, Cumballa Hill Mumbai400026
22	Mrs. Dhruti Subhash Udeshi	13 B, Sett Minar, 16A Pedder Road, Opp. Jaslok Hospital,Cumballa Hill Mumbai400026
23	Mrs. Lajwanti Hemant Udeshi	A-42, Avalons Greenwoods, Opp. Hanuman Mandir, Sevasi, Vadodara-391101, Gujarat
24	Mrs. Trupti Abhay Udeshi	13 A, Sett Minar,16 A Pedder Road, Opp. Jaslok Hospital, Cumballa Hill Mumbai400026
25	Mr. Dhayvat Hemant Udeshi	A-42, Avalons Greenwoods, Opp. Hanuman Mandir, Sevasi, Vadodara-391101, Gujarat
26	Mr. Varun Abhay Udeshi	13 A, Sett Minar, 16 A Pedder Road, Opp. Jaslok Hospital,Cumballa Hill Mumbai400026
27	Mrs. Neeta V. Udeshi	1101, Hicons Classic 1, Dr. Ambedkar Road, Khar (W), Mumbai :- 400 013
28	Mrs. Bijal V. Udeshi	502- Godavari, Sir Pochkhanwala Road, Worli, Mumbai :- 400 025
29	Ms. Aditi Subhash Udeshi	13 B, Sett Minar, 16A PedderRoad, Opp. Jaslok Hospital, Cumballa Hill Mumbai400026

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30	Ms. Jyotika Abhay Udeshi	13 A, Sett Minar, 16A Pedder Road, Opp. Jaslok Hospital, Cumballa Hill Mumbai400026
31	Ms. Priyanka Subhash Udeshi	13 B, Sett Minar, 16A Pedder Road, Opp. Jaslok Hospital, Cumballa Hill Mumbai400026
32	Mr. Sandeep Sudhir Udeshi	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar (W), Mumbai :- 400 013
33	Ms. Sanjhali Potdar	13 A, Sett Minar, 16A Pedder Road, Opp. Jaslok Hospital, Cumballa Hill Mumbai400026
34	Jayraj Goculdas Udeshi and Sudhir Vijaysinh Udeshi (on behalf of Udeshi Trust)	13 A, Sett Minar, 16A Pedder Road, Opp.Jaslok Hospital, Cumballa Hill Mumbai400026
35	Enlite Chemicals Industries Ltd	Tower A, 701, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (W), Mumbai :- 400 013

n. Names and addresses of the Directors and Promoters and promoter group holding Shares of the Transferor Company are as under:

Sl. No.	Name of Director of the Transferor Company	Address
1	Mr. Abhay V. Udeshi	13 A, Sett Minar, 16A Pedder Road, Opp. Jaslok Hospital, Cumballa Hill Mumbai 400026
2	Mr. Vikram V. Udeshi	1101, Hicons Classic 1, Dr. Ambedkar Road, Khar(W), Mumbai
3	Mr. Mulraj G. Udeshi	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar (W), Mumbai

Sl. No.	Name of Promoter and Promoter Group holding shares of the Transferor Company	Address
1	Mr. Abhay Vithaldas Udeshi	13 A, Sett Minar, 16A Pedder Road, Opp. Jaslok Hospital,Cumballa Hill Mumbai400026
2	Mr. Hemant Vithaldas Udeshi	A-42, Avalons Greenwoods, Opp. Hanuman Mandir, Sevasi, Vadodara-391101, Gujarat
3	Jayraj Gokuldas Udeshi [HUF]	502- Godavari, Sir Pochkhanwala Road, Worli, Mumbai :- 400 025
4	Dr. Subhash Vithaldas Udeshi	13 B, Sett Minar, 16A Pedder Road, Opp. Jaslok Hospital,Cumballa Hill Mumbai 400026
5	Vithaldas Gokaldas Udeshi [HUF]	13 A, Sett Minar,16 A Pedder Road, Opp. Jaslok Hospital, Cumballa Hill Mumbai 400026
6	Mr. Bharat M. Udeshi	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar(W), Mumbai
7	Mr. Dhruv V. Udeshi	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar(W),Mumbai
8	Mr. Hitesh Jayraj Udeshi	502- Godavari, Sir Pochkhanwala Road, Worli, Mumbai :-400 025
9	Mrs. Aruna Jayraj Udeshi	502- Godavari, Sir Pochkhanwala Road, Worli, Mumbai :- 400 025
10	Mrs. Malti M. Udeshi	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar (W), Mumbai
11	Mulraj Gokuldas Udeshi (HUF)	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar(W), Mumbai
12	Mr. Sudhir V. Udeshi	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar(W), Mumbai
13	Sudhir Vijaysinh Udeshi (HUF)	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar (W), Mumbai

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14	Mr. Vikram V. Udeshi	1101, Hicons Classic 1, Dr. Ambedkar Road, Khar (W), Mumbai
15	Mr. Yatin V. Udeshi	1201, Hicons Classic 1, Dr. Ambedkar Road, Khar (W), Mumbai
16	Jayraj Goculdas Udeshi and Sudhir Vijaysinh Udeshi (on behalf of Udeshi Trust)	13 A, Sett Minar, 16A Pedder Road, Opp. Jaslok Hospital, Cumballa Hill Mumbai 400026

The Shareholders of the Transferor Company (all Promoters mentioned above) shall become the Promoters of the Applicant Company in lieu of the Transferor Company (presently promoter of the Applicant Company) upon the Scheme becoming effective.

• o. The Board of Directors of the Applicant Company approved the Scheme on July 31, 2021 and December 9, 2021.Details of Directors of the Applicant Company who voted in favour/ against/ did not participate on resolution passed at the Meeting of the Board of Directors of the Applicant Company are given below:

Sl. No	Name of Director	Voted in favour / Against / Did not participate
1	Mr. Abhay V. Udeshi	Did Not Participate
2	Mr. Hemant V. Udeshi	Did Not Participate
3	Dr. Subhash V. Udeshi	Did Not Participate
4	Mr. Varun A. Udeshi	Did Not Participate
5	Mr. V K Bhandari	Favour
6	Mr. Mukesh C. Khagram	Favour
7	Mr. Deepak V. Bhimani	Favour
8	Mrs. Sucheta N Shah	Favour
9	Mr. Sanjay J. Mariwala	Favour

• p. The Board of Directors of the Transferor Company approved the Scheme on July 31, 2021 and December 9, 2021. Details of Directors of the Transferor Company who voted in favour/ against/did not participate on resolution passed at the Meeting of the Board of Directors of the Transferor Company are given below:

Sl. No	Name of Director	Voted in favour / Against / Did not participate
1	Mr. Abhay V. Udeshi	Favour
2	Mr. Vikram V. Udeshi	Favour
3	Mr. Mulraj G. Udeshi	Favour

• q. The Reports adopted by the Board of Directors of the Applicant Company and the Transferor Company, pursuant to the provisions of Section 232(2)(c)of the Act explaining effect of the Scheme on each class of Shareholders, Key Managerial Personnel, Promoters and nonpromoter Shareholders, are annexed. The Applicant Company and Transferor Company have not taken any term deposits from any depositors or deposits from the public. The Applicant Company does not have any debenture holders or deposit-trustee and debenture-trustee appointed. There will be no adverse effect on account of the Scheme as far as the employees, and creditors of the Applicant Company are concerned.

• r. As far as the employees of the Applicant Company are concerned there would not be any change in their terms of employment on account of the Scheme. Further, no change in the Board of Directors of the Applicant Company is envisaged on account of the Scheme.

• s. Copies of the following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection by the members of the Company at its registered office

24

between 11:00 a.m. to 1:00 p.m. on any day (except Saturday, Sunday and public holidays) upto one day prior to the date of the Meeting. An advance notice should be given by e-mail to the Company at investors@jayantagro.com. If it is desired to obtain copies of the Notice from the registered office of the Company. Alternatively, a request for obtaining an electronic/ soft copy of the Notice may be made by writing an e-mail to investors@jayantagro.com :

• (i) dated June 23, 2022of the Applicant Company;

• (ii) Valuation Reports and Fairness Opinions;

• (iii) Copy of the Memorandum and Articles of Association of the Transferor Company and Applicant Company;

• (iv) Audited Financial Statements along with Review Report of the Applicant Company dated as on March 31, 2022 and the audited financials dated September 30, 2021 of the Transferor Company. The electronic copy of documents shall be available for inspection by the Equity Shareholders of the Applicant Company in the investors section of the website of the Company.;

• (v) Observation letters issued by the Stock Exchanges dated January 7, 2022;

• (vi) Copy of the Audit Committee Report dated July 31, 2021 and December 9, 2021 recommending the Scheme;

• (vii) Copy of the Independent Committee Report dated July 31, 2021 and December 9, 2021 recommending the Scheme;

• (viii) Copy of the Scheme;

• (ix) Copies of the Board resolutions dated July 31, 2021 and December 9, 2021 of the Applicant Company and the Transferor Company approving the Scheme;

• (x) Chartered Accountants to the Applicant Company with respect of the accounting treatment in the Scheme;

• t. This Statement may be treated as an Explanatory Statement under Sections 230(3) and 102 of the Act, read with Rule 6 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016. A copy of this Scheme and Statement may be obtained free of charge on any working day (except Saturdays, Sundays and public holidays) prior to the date of the Meeting, from the Registered Office of Applicant Company.

Sd/Abhay V. Udeshi DIN:- 00355598 Chairman appointed for the Meeting

Mumbai Dated this July 19, 2022 Registered Office: Tower A, 701, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (W), Mumbai ;- 400 013 Email:- investors@jayantagro.com Website:- www.jayantagro.com Tel:-022-40271300

25

����������

SCHEME OF MERGER BY ABSORPTION

(UNDER SECTIONS 230 TO 232 READ WITH SECTION 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013)

OF

JAYANT FINVEST LIMITED (TRANSFEROR COMPANY)

WITH

JAYANT AGRO ORGANICS LIMITED (TRANSFEREE COMPANY)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

26

PART I INTRODUCTION, RATIONALE, DEFINITIONS AND INTERPRETATION

1 INTRODUCTION, DEFINITIONS, AND INTERPRETATION

• 1.1 Preamble

This Scheme of Merger by Absorption (“Scheme”) is presented pursuant to the provisions of Sections 230 - 232 read with Section 66 and other relevant provisions of the Companies Act, 2013, as may be applicable, and Section 2(lB) and other relevant provisions of the Income Tax Act, 1961, as applicable for the:

• a. Amalgamation ( as defined hereinafter ) of the Transferor Company ( as defined hereafter ) with the Transferee Company ( as defined hereafter );

• b. the reduction of equity share capital to the extent held by the Transferor Company in the Transferee Company and corresponding issue of shares by the Transferee Company to the shareholders of Transferor Company pursuant to the Amalgamation; and

• c. various other matters incidental, consequential or otherwise integrally connected therewith.

• 1.2 Introduction

• 1.2.1 Jayant Finvest Limited

Jayant Finvest Limited (hereinafter also referred to as the “Transferor Company”) is a public unlisted company, limited by shares, incorporated under the provisions of the Companies Act, 1956 and is registered with the Registrar of Companies, Maharashtra, Mumbai with Corporate Identity Number U99999MH1992PLC066277. The Transferor Company was incorporated on April 09, 1992 as “Jayant Finvest Private Limited”. The Transferor Company’s name was subsequently changed to “Jayant Finvest Limited” on March 07, 2005 vide certificate of change of name dated April 28, 2005 issued by Registrar of Companies, Maharashtra, Mumbai. The registered office of the Transferor Company is currently situated at 701, Tower "A", Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West) Mumbai Maharashtra 400013 India.

The main objects of the Transferor Company as specified under the heading A- Main Object under Clause III of the Memorandum of Association of the Company interalia include:

1. To carry on the business as an Investment and Finance Company and to provide finance or to make investment in shares, stocks, securities, bonds or other securities and to finance industrial enterprises and for that purpose lend and advance monies to entrepreneurs, promoters and industrial concerns on such terms and conditions and with or without securities as may be thought appropriate including providing funds on venture capital and to acquire shares, stocks, bonds, units, obligations or securities by original subscription or securities by original subscription participation in syndicates, tender, purchase, exchange or otherwise and to guarantee the subscription thereof and to carry on the business of Assets Management, Risk Management and Mutual Fund.

2. To finance industrial enterprises or companies engaged in industrial and trading activities.

3. 2a. To carry on the business of Merchant Banking in all its aspects, to act as Managers to issues & offers, whether by way of public offer or otherwise, of shares, debentures, bonds, units, participation certificates, deposit certificates, notes, bills, warrants or any other instruments whether or not transferable or negotiable, commercial or other paper or scripts (hereinafter collectively referred to as the “Securities”), to act as agents of and/or dealers in the securities in

27

the course of merchant banking business, to act as financial consultants, joint managers, lead managers, co-managers, advisors and counselors in investment and capital markets, to undertake portfolio management to underwrite, subunderwrite, or to provide standby or procurement arrangement to issue guarantee or to give any other commitments for subscribing or agreeing to subscribe or procure or agree to procure subscription for the securities, to provide financial and investment assistance for the purpose herein, to act as issue house, registrars to issue, transfer agents for the securities, to manage and administer computer centres and clearing house for the securities, to form syndicates or consortia of managers, agents and purchasers for any of the securities, to acquire and hold one or more membership in stocks/security exchange trade association, commodity exchanges clearing houses or associations or otherwise in India or any part of the world to act as brokers, dealers and agents in connection with the securities, bullions and precious metals or other to syndicate any financial arrangements whether in domestic market or in international market whether by way of loans or guarantees or export and yard credits, and to acquire and hold membership in any association of bankers, merchant bankers, insurance companies, brokers and security dealers.

The Transferor Company is a Core Investment Company in terms of the Core Investment Companies (Reserve Bank) Directions, 2016.

1.2.2 Jayant Agro-Organics Limited

Jayant Agro-Organics Limited (hereinafter also referred to as the “Transferee Company”) is a public listed company, limited by shares, registered with the Registrar of Companies, Maharashtra, Mumbai under the provisions of the Companies Act, 1956 with Corporate Identity Number L24100MH1992PLC066691. The Transferee Company was incorporated on May 07, 1992 as “Jayant Agro-Organics Private Limited”. The Word “Private” was deleted from the name of the Company w.e.f. December 7, 1992 as per section 43-A (1) of the erstwhile Companies Act, 1956 (as amended from time to time) and thereafter the Transferee Company’s name was changed to “Jayant Agro-Organics Limited” by virtue of Special Resolution passed by the Shareholders of the Company at its Extra Ordinary General Meeting dated December 21, 1992 & vide certificate of change of name dated April 2, 1993 issued by Registrar of Companies, Maharashtra, Bombay. The equity shares of the Company are listed on BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) (hereinafter collectively referred to as the “Stock Exchanges”). The registered office of the Transferee Company is currently situated at 701, Tower “A”, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West) Mumbai Maharashtra 400013 India.

The main objects of the Transferee Company as specified under the heading A- Main Object under Clause III of the Memorandum of Association of the Company are interalia is under:

• “ To carry on business as manufacturers, producers, extractors, refiners, processors, purchasers, sellers, exporters, importers and dealers of all kinds of organic chemicals, fertilizers, manures, pesticides, calcium carbide, ethyl alcohol, coal-tar, medicines, ointments, essences, acids, dyes, paints, colours, pigments, varnishes, inks, explosives. ammunition, fuels oils, greases, lubricants, vegetable oils and cotton seed oil, ground nut oil, hydrogenated oil, linseed oil, castor and/or any other oil, oil cakes, deoiled cakes, seeds, careals and substances from Agro based products and derivatives or extractions. ”

The Transferee Company is presently engaged in the business of inter alia, manufacture and sale of a wide range of chemicals based on Castor Oil which include agro-based renewable, non-food and ecofriendly resources.

1.2.3 Rationale of the Scheme

• (i) Pursuant to Section 2(87) read with Companies (Restriction on number of Layers) Rules, 2017, no company (subject to certain exceptions) shall have more than two layers of subsidiaries. The Transferee Company is in the business of speciality chemicals and derivatives. The Transferee Company has also several Strategic tie ups,

28

joint venture in the sector it is operating. The Transferee Company from time to time explores various business opportunities which may be undertaken in future and therefore reducing these layers will help the Transferee Company to quickly seize such business opportunities as and when they arise. Further, the Amalgamation shall have no adverse implications for the Transferor Company, the Transferee Company, or public shareholders of the Transferee Company. The public shareholding in the Transferee Company shall not be diluted and shall remain the same even after the Amalgamation coming into effect.

• (ii) It is proposed to amalgamate the Transferor Company with the Transferee Company by this Scheme, as a result of which the shareholders of the Transferor Company i.e. the Promoters ( as defined hereinafter ) shall directly hold shares in the Transferee Company.

• (iii) The Amalgamation will lead to simplification of the shareholding structure and reduction of shareholding tiers and demonstrate direct commitment to and engagement with the Transferee Company by the Promoters.

• 1.3 Overview of the Scheme of Amalgamation

• 1.3.1 This Scheme provides for the amalgamation of the Transferor Company into the Transferee Company in accordance with Sections 230 to 232 of the Act and the terms and conditions contained in this Scheme.

• 1.3.2 This Scheme as set out herein in its present form along with any modifications and/or amendments, as may be approved in accordance with the terms of this Scheme or as may be directed by the NCLT, shall be deemed to be effective from the Appointed Date, and be operative from the Effective Date.

• 1.3.3 The Scheme is divided into 3 (three) parts viz;

• (i) Part I sets-forth the Introduction, Rationale, Definitions and Interpretation and Capital Structure of the Companies;

• (ii) Part II deals with the amalgamation of the Transferor Company into and with the Transferee Company, in accordance with the provisions of Sections 230 to 232, and other relevant provisions of the Act; and

• (iii) Part III deals with general/residuary terms and conditions.

• 1.4 Definitions

• 1.4.1 “Act” or “Companies Act” means the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable rules and regulations, for time being in force, if any or applicable provisions of the erstwhile Companies Act, 1956 (as the case may be) including any statutory modification or re- enactment thereof. References in this Scheme to provisions of the Act shall be deemed to mean and include references to particular provisions of the Companies Act, 2013 unless stated otherwise.

• 1.4.2 “Amalgamation” means the amalgamation of the Transferor Company with the Transferee Company, pursuant to Sections 230 - 232 read with Section 66 and other relevant provisions of the Companies Act, 2013 and applicable provisions of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other relevant rules and regulations, and Section 2 (IB) and other relevant provisions of the Income Tax Act, 1961.

• 1.4.3 “Applicable Law(s)” means any statute, law, regulation, ordinance, rule, judgment, order, decree, by-law, approval from the concerned authority, Governmental Authority resolution,

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order, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or adjudication having the force of law of any of the foregoing, by any concerned authority having jurisdiction over the matter in question.

• 1.4.4 “Appointed Date” means April 1, 2021 or such other date as may be mutually agreed upon by the respective Board of Directors of Transferee Company and Transferor Company with the approval of the National Company Law Tribunal, Mumbai Bench at Mumbai or such other date as may be fixed by the National Company Law Tribunal, for the purposes of this Scheme and Income Tax Act, 1961.

• 1.4.5 “Board of Directors” or “Board” in relation to the Transferor Company and /or the Transferee Company, as the case may be, shall, unless it be repugnant to the context or otherwise, include a committee of directors or any person authorized by the board of directors or such committee as may be constituted by the board of directors.

• 1.4.6 “Clause” and “sub-Clause” means the relevant clauses and sub-clauses set out in this Scheme.

• 1.4.7 “Companies” shall mean jointly referring to the Transferor Company and the Transferee Company.

• 1.4.8 “Corporate Action” shall mean sub-division, consolidation, or re-organization or any other type of capital restructuring activities including but not limited to issue of bonus/right shares excluding grant of employee’s stock options and consequent allotment, by the Transferee Company until the effectiveness of the Scheme which would impact the shareholding interest of the Transferor Company in the Transferee Company in any way whatsoever.

• 1.4.9 “Effective Date” shall mean later of the dates on which the certified true copies of the Orders of Hon’ble National Company Law Tribunal sanctioning this Scheme of Amalgamation (by Absorption) are filed with the Registrar of Companies, Maharashtra, Mumbai by the Transferor Company and Transferee Company, References in this Scheme to the word “upon the Scheme becoming effective” or effectiveness of this Scheme” or upon the “Scheme coming into effect” shall mean Effective Date.

• 1.4.10 “Governmental Authority” means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation making entity having or purporting to have jurisdiction on behalf of the Republic of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof.

• 1.4.11 “Indemnified Persons” shall mean to include Transferee Company, its directors, employees, officers, representatives, or any other person authorized by the Transferee Company, excluding the Promoters.

• 1.4.12 “Indemnifying Persons” shall mean the Promoters / Promoter Group.

• 1.4.13 “NCLT” means the National Company Law Tribunal, Mumbai Bench at Mumbai having jurisdiction over the Transferee Company and the Transferor Company.

• 1.4.14 “New Equity Shares” shall mean the equity shares of Transferee Company to be issued and allotted to shareholders of Transferor Company in a manner detailed under Clause 2.7 of the Scheme.

• 1.4.15 “Promoters” / “Promoter Group” shall mean such persons who are included in the category of promoter and promoter group as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR”), with respect of the Transferee Company. In terms of SEBI ICDR presently, the Transferor Company (which shall stand dissolved without winding up upon the Scheme becoming effective) and its

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shareholders are the Promoters / Promoters Group of the Transferee Company. Pursuant to the Amalgamation, the shareholders of the Transferor Company who are also the present Promoters / Promoter Group of the Transferee Company shall directly hold shares of the Transferee Company.

• 1.4.16 “Record Date” shall mean the date to be fixed by the Board of Directors of the Transferor Company and the Transferee Company for the purpose of determining the shareholders of the Transferor Company to whom equity shares of Transferee Company will be allotted pursuant to this Scheme.

• 1.4.17 “RoC” means the Registrar of Companies at Mumbai having jurisdiction over the Transferor Company and the Transferee Company.

• 1.4.18 “Scheme” means this Scheme of Amalgamation and Arrangement among the Transferor Company and the Transferee Company and their respective shareholders pursuant to the provisions of Sections 230 - 232 read with Section 66 and other relevant provisions of the Companies Act, 2013, as may be applicable, and Section 2( l B) and other relevant provisions of the Income Tax Act, 1961, as applicable, in its present form (including any annexures, schedules, etc., annexed/attached hereto), along with such modifications and amendments as may be made from time to time.

• 1.4.19 “SEBI” shall mean Securities and Exchange Board of India.

• 1.4.20 “SEBI Master Circular” shall mean the SEBI Master Circular dated December 22, 2020, bearing reference number SEBI/HO/CFD/DIL1/CIR/P/2020/249, as amended or replaced from time to time.

• 1.4.21 “Share Exchange Report” shall mean Valuation Report dated July 30, 2021 issued by Mr. Sanka Hari Surya, Independent Registered Valuer (bearing Registration No: IBBI/RV/07/2019/12576) read with Supplemental Valuation Report dated December 9, 2021 issued by Mr. Artham Someswara Rao (bearing Registration No: IBBI/RV/02/2019/11544), Independent Registered Valuer.

• 1.4.22 “Stock Exchange” shall mean BSE Limited (BSE) & National Stock Exchange of India Limited (NSE) where the equity shares of Transferee Company are listed.

• 1.4.23 “Transferee Company " shall have the meaning ascribed to it in Clause 1.2.2 of this Scheme.

• 1.4.24 “Transferor Company” shall have the meaning ascribed to it in Clause 1.2.1 of this Scheme.

• 1.5 Interpretation

• 1.5.1 The terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words used in this Scheme refers to this entire Scheme;

• 1.5.2 The words “including”, “include” or “includes” shall be interpreted in a manner as though the words “without limitation” immediately followed the same;

• 1.5.3 The words “other”, “or otherwise” and “whatsoever” shall not be construed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters specifically referred to;

• 1.5.4 Any document or agreement includes a reference to that document or agreement as varied, amended, supplemented, substituted, novated or assigned, from time to time, in accordance with the provisions of such a document or agreement;

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• 1.5.5 The headings are inserted for ease of reference only and shall not affect the construction or interpretation of this Scheme;

• 1.5.6 Any reference to any legislation, statute, regulation, rule, notification or any other provision of law means and includes references to such legal provisions as amended, supplemented or reenacted from time to time, and any reference to legislation or statute includes any subordinate legislation made from time to time under such a legislation or statute and regulations, rules, notifications or circulars issued under such a legislation or statute;

• 1.5.7 Words in the singular shall include the plural and vice versa ; and

• 1.5.8 References to one gender includes all genders.

• 1.6 Capital Structure

• 1.6.1 The share capital of the Transferor Company as on the Appointed Date was as under:

==> picture [392 x 170] intentionally omitted <==

----- Start of picture text -----

Share Capital Amount in Rupees
Authorized Capital
12,00,000 Equity Shares of Rs 10/- each 1,20,00,000
2,00,000 12% Redeemable Preference 2,00,00,000
Shares of Rs 100/- each
Total 3,20,00,000
Issued, Subscribed and Paid-up Share
Capital
10,00,450 Equity Shares of Rs 10/- each 1,00,04,500
Total 1,00,04,500
----- End of picture text -----

• 1.6.2 The share capital of the Transferee Company as on the Appointed Date was as under:

==> picture [392 x 170] intentionally omitted <==

----- Start of picture text -----

Share Capital Amount in Rupees
Authorized Capital
7,90,00,000 Equity Shares of Rs 5/- each 39,50,00,000
60,00,000 Redeemable Preference Shares of 3,00,00,000
Rs 5/- each
Total 42,50,00,000
Issued, Subscribed and Paid-up Share
Capital
3,00,00,000 Equity Shares of Rs 5/- each 15,00,00,000
Total 15,00,00,000
----- End of picture text -----

• 1.6.3 As on date the Transferor Company, being one of the Promoter/ Promoter Group entity holds 1,81,64,000 (one crore eighty one lakh sixty-four thousand) equity shares in the Transferee Company amounting to 60.55% (sixty point fifty-five percent) of the equity shares issued by the Transferee Company and accordingly the Transferor Company is a holding Company of Transferee Company.

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• 1.6.4 The equity shares of the Transferee Company are listed on the Stock Exchanges. Further, after the Appointed Date and till the date of this Scheme is approved by the respective Board of Directors of the Companies, there has been no change in the authorized capital or the issued, subscribed and paid-up capital of the Companies.

• 1.6.5 The Companies agree that till the Scheme becomes effective, the Companies are free to pursuant to a Corporate Action alter their authorized, issued, subscribed and paid-up share capital as may be required by the respective business requirements. If any Corporate Action in relation to the share capital of any of the Companies occurs following the date of approval of the Scheme by the respective Board of Directors of the Companies and on or before the Scheme coming into effect, the number of equity shares to be issued in consideration of the Scheme as mentioned in Clause 2.7.1 shall be subject to an equitable adjustment by the respective Board of Directors of the Companies to account for the aforementioned Corporate Actions.

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PART-II TRANSFER OF TRANSFEROR COMPANY

• 2 THE TRANSFER BY WAY OF AMALGAMATION OF TRANSFEROR COMPANY WITH TRANSFEREE COMPANY

• 2.1 With effect from the Appointed Date, and upon the Scheme becoming effective, the Transferor Company shall stand transferred to and be vested in the Transferee Company, as a going concern, without any further deed or act, together with all the properties, assets, rights, liabilities, benefits and interest therein as detailed below.

• 2.2 Subject to the provisions of the Scheme in relation to the modalities of transfer and vesting, on occurrence of the Effective Date, the whole of the business, personnel, property including immovable property, if any, assets, investments, rights, benefits and interest therein of the Transferor Company shall, with effect from the Appointed Date, stand transferred to and be vested in the Transferee Company, without any further act or deed, and by virtue of the order passed by the NCLT. Without prejudice to the generality of the above, and in particular, the undertaking of the Transferor Company including its assets and liabilities shall stand transferred to and be vested in the Transferee Company in the manner provided below:

• 2.2.1 all assets of the Transferor Company, as are movable in nature or incorporeal property or are otherwise capable of transfer by manual delivery or by endorsement and delivery or by vesting pursuant to this Scheme, if any, shall stand vested in the Transferee Company;

• 2.2.2 all movable properties of the Transferor Company, other than those specified in sub-clause 2.2.1 above, including but not limited to sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances, cash in hand, deposits, investments (including investments in securities of other companies whether, shares, stocks, debentures, units, or other similar instruments) if any, shall without any further act, instrument or deed, become the property of the Transferee Company (except as provided in Clause 2.8);

• 2.2.3 all debts, liabilities, contingent liabilities, duties and obligations, secured or unsecured, whether provided for or not in the books of account or disclosed in the balance sheets of the Transferor Company, shall, be deemed to be the debts, liabilities, contingent liabilities, duties and obligations of the Transferee Company and the Transferee Company undertakes to meet, discharge and satisfy the same unless otherwise stated in this Scheme;

• 2.2.4 Unless otherwise provided herein, all contracts, deeds, bonds, agreements, schemes, arrangements and other instruments, permits, rights, entitlements, licenses in relation to the Transferor Company, shall be in full force and effect on the Effective Date in the name of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party thereto;

• 2.2.5 any pending suit/appeal or other proceedings of whatsoever nature relating to the Transferor Company, whether by or against the Transferor Company, shall not abate or be discontinued or in any way prejudicially affected by reason of the amalgamation of the Transferor Company or of anything contained in this Scheme, but the proceedings shall continue and any prosecution shall be enforced by or against the Transferee Company in the same manner and to the same extent as they would or might have been continued, prosecuted and/or enforced by or against the Transferor Company, as if this Scheme had not been made. The Transferee Company shall file necessary applications for transfer of all pending suit/appeal or other proceedings of whatsoever nature, if any relating to Transferor Company;

• 2.2.6 all employees of the Transferor Company, who are on its payroll shall be engaged by the Transferee Company, on such terms and conditions as are no less favourable than those on which they are currently engaged by the Transferor Company, without any interruption of

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service as a result of this amalgamation and transfer. With regard to provident fund, gratuity, leave encashment and any other special scheme or benefits created or existing for the benefit of such employees of the Transferor Company, upon this Scheme becoming effective, the Transferee Company shall stand substituted for the Transferor Company for all purposes whatsoever, in accordance with the provisions of applicable laws and in terms of this Scheme. It is hereby clarified that upon this Scheme becoming effective, the aforesaid benefits or schemes shall continue to be provided to the transferred employees and the services of all the transferred employees of the Transferor Company for such purpose, shall be treated as having been continuous;

• 2.2.7 all statutory licenses, permissions or approvals or consents held by the Transferor Company required to carry on its operations shall stand transferred to and be vested in the Transferee Company without any further act or deed, and shall, as may be required, be appropriately mutated by the statutory authorities concerned therewith in favour of the Transferee Company. The benefit of all statutory and regulatory permissions, approvals and consents of the Transferor Company shall vest in and become available to the Transferee Company pursuant to the Scheme;

• 2.2.8 any and all registrations, goodwill, licenses appertaining to the Transferor Company shall stand transferred to and vested in the Transferee Company; and

• 2.2.9 all taxes payable by the Transferor Company, if any, including all or any refunds of claims shall be treated as the tax liability or refunds/claims as the case may be of the Transferee Company

• 2.3 Saving of Concluded Transactions

The transfer of assets, liabilities and business to, and the continuance of proceedings by or against, the Transferee Company as envisaged in this Part II shall not affect any transaction or proceedings already concluded by the Transferor Company on or before the Appointed Date and after the Appointed Date till the Effective Date, to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor Company in respect thereto as done and executed on behalf of itself.

• 2.4 Procedural formalities post sanction of the Scheme

• 2.4.1 The Transferee Company shall, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required under any law or otherwise, execute deeds of confirmation or novation or other writings or arrangements with any party to any contract or arrangement in relation to which the Transferor Company, has been a party, in order to give formal effect to the above provisions. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Transferor Company and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Company.

• 2.4.2 Upon the Scheme becoming effective, for statistical purposes only and without any separate deed, instrument or writing, the Transferor Company and/or the Transferee Company shall, if required, simultaneously with the amendment in the register of charges and file particulars of the modified charge with the RoC. Any documentation subsequently entered into with the terms lenders or the working capital lenders of the Transferor Company and the Transferee Company, shall be for the sake of convenience and record only and to reflect the changes in the security pursuant to the Scheme and there shall be no break in the continuity of such charge and the same shall relate back to the date of its creation thereof in the Transferor Company.

• 2.4.3 Upon the Scheme becoming effective, all permissions, licenses, approvals, consents, privileges, benefits and benefits of filings and all other incorporeal rights emanating from such licenses, whether statutory, regulatory or otherwise, relating to the Transferor Company, shall stand transferred to and vested in the Transferee Company without any further act, instrument or

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deed, as more particularly provided hereinabove. Notwithstanding such transfer/ vesting of the aforesaid licenses, if any application is required for the statistical record of the statutory authorities to implement the transfer and vesting of such licenses, as provided hereinabove, the Transferee Company shall facilitate the statutory authorities by filing such applications, which shall be granted/ approved in favour of the Transferee Company based on the sanction order of the Scheme by the NCLT.

• 2.4.4 Upon the Scheme becoming effective, the Transferee Company is expressly entitled to revise its Tax returns and related withholding certificates and shall be entitled to claim Tax refund, Tax Credits pertaining to the Transferor Company, if any.Upon the Scheme becoming effective, the Transferee Company is expressly permitted and shall be entitled to revise its Financial Statements and Returns along with prescribed Forms, filings and annexures under the Income Tax Act, 1961, as amended, (including for minimum alternate tax purpose and tax benefits), services tax laws, Goods and Services Tax as may be applicable and other tax laws, and to claim refunds and/or credits for taxes paid (including minimum alternate tax), to claim tax benefits and related withholding certificates under the Income Tax, 1961 etc. and for matters incidental thereto, if required to give effect to the provisions of this Scheme.

• 2.5 Tax

• 2.5.1 Any tax liabilities under the Income Tax Act, 1961 or other applicable laws/regulations dealing with taxes/ duties/ levies allocable or related to the business of Transferor Company to the extent not provided for or covered by tax provision in the accounts made as on the date immediately preceding the Appointed Date shall be transferred to the Transferee Company.

• 2.5.2 Any surplus in the provision for taxation/ duties / levies account including but not limited to the advance tax, tax deducted at source by the customers and minimum alternate tax credit, central value added tax credit, goods and services tax credit as on the date immediately preceding the Appointed Date will also be transferred to Transferee Company. Any refund under the Income Tax Act, 1961 or other applicable laws/ regulations dealing with taxes/ duties/ levies allocable or related to the business of Transferor Company or due to Transferor Company, consequent to the assessment made in respect of Transferor Company, for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date, shall also belong to and be received by Transferee Company.

• 2.5.3 The tax payments (including without limitation income tax, tax on distribution of dividends, service tax, excise duty, central sales tax, goods and services tax, applicable state value added tax or any other taxes as may be applicable from time to time) whether by way of tax deducted at source by the customers, advance tax or otherwise howsoever, by Transferor Company after the Appointed Date, shall be deemed to be paid by Transferee Company and shall, in all proceedings, be dealt with accordingly. Notwithstanding the above, any tax deducted at source by either the Transferor Company or the Transferee Company on account of intercompany transactions between Transferee Company and Transferor Company post the Appointed Date, shall be deemed to be advance tax paid by the Transferee Company and shall, in all proceedings, be dealt with accordingly.

• 2.5.4 All tax assessment proceedings/appeals of whatsoever nature by or against the Transferor Company pending and /or arising at the Appointed Date and relating to Transferor Company shall be continued and/or enforced until the Effective Date as desired by Transferee Company. As and from the Effective Date, the tax proceedings/ appeals shall be continued and enforced by or against Transferee Company (for and on behalf of the Transferor Company) in the same manner and to the same extent as would or might have been continued and enforced by or against Transferor Company. Further, the aforementioned proceedings shall not abate or be discontinued nor be in any way prejudicially affected by reason of the amalgamation of Transferor Company with Transferee Company or anything contained in the Scheme.

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• 2.5.5 Upon the Scheme coming into effect, any obligation for deduction of tax at source on any payment made by or to be made by Transferor Company shall be made or deemed to have been made and duly complied with by the Transferee Company.

• 2.5.6 The provisions of this Scheme as they relate to the amalgamation of Transferor Company into and with Transferee Company have been drawn up to comply with the conditions relating to “amalgamation” as defined under Section 2(1B) of the Income Tax Act, 1961. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said Section of the Income Tax Act, 196l, at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of the said Section of the Income Tax Act, 1961, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 2(1B) of the Income Tax Act, 1961. Such modification will, however, not affect the other parts of the Scheme.

• 2.6 Conduct of Business

• 2.6.1 With effect from the Appointed Date and until occurrence of the Effective Date:

• (i) The Transferor Company shall be deemed to have been carrying on and shall carry on its business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all its properties and assets for and on account of and in trust for Transferee Company;

• (ii) The Transferor Company hereby undertakes to hold its assets with utmost prudence until the Effective Date;

• (iii) The Transferor Company shall carry on its business and activities with reasonable diligence, business prudence in the ordinary course of business and shall not, outside the ordinary course of business or as mentioned in terms of this Scheme, (a) undertake any additional financial commitments, (b) borrow any amounts or incur any additional liabilities or expenditure, (c) issue any additional guarantees, indemnities, letters of comfort or commitment either for itself or on behalf of its affiliates or associates or any third party, or (d) sell, transfer, alienate, charge, mortgage or encumber or deal, in any of its properties/ assets, (excluding sale, transfer, alienate, charge, mortgage or encumber or deal with its investments in the Transferee Company); or when a prior written consent of the Transferee Company has been obtained in this regard, the Transferor Company shall carry on its business in its ordinary course with reasonable diligence and business prudence and in a manner consistent with its past practices;

• (iv) Except by consent of the Board of Directors of the Transferee Company and subject to changes pursuant to commitments, obligations or arrangements prior to the Appointed Date or as part of this Scheme, pending sanction of this Scheme by the NCLT, the Transferor Company shall not take any Corporate Action ;

• (v) The Transferor Company shall not alter its business except with the written concurrence of the Transferee Company; and

• (vi) The Transferor Company shall not amend its memorandum of association or its articles of association, except with the written concurrence of the Transferee Company.

• 2.6.2 All the profits or income accruing or arising to the Transferor Company or expenditure or losses arising or incurred or suffered by it with effect from Appointed Date shall for all purposes be treated and be deemed to be accrued as the income or profits or losses or expenditure, as the case may be, of the Transferee Company respectively, unless otherwise provided in this Scheme.

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• 2.6.3 With effect from the Effective Date, the Transferee Company shall commence and carry on and shall be authorized to carry on the business of the Transferor Company.

• 2.6.4 Upon this Scheme becoming effective, the Transferor Company shall stand dissolved, without requiring any further action under applicable law.

• 2.6.5 To give effect to the amalgamation order passed under Sections 230 - 232 and other applicable provisions of the Companies Act in respect of the Scheme by NCLT, the Transferee Company shall, at any time pursuant to the approval of the Scheme by the NCLT, be entitled to get the recordal of the change in the legal right(s) upon the amalgamation of the Transferor Company, in accordance with the provisions of Sections 230 - 232 of the Companies Act.

• 2.6.6 For the avoidance of doubt and without prejudice to the generality of the applicable provisions of the Scheme, it is clarified that with effect from the Effective Date and till such time that the name of the bank accounts of the Transferor Company have been replaced with that of the Transferee Company, the Transferee Company shall be entitled to operate the bank accounts of the Transferor Company in the name of the Transferor Company insofar as may be necessary. All cheques and negotiable instruments, payment orders received or presented for encashment which are in the name of the Transferor Company after the Effective Date shall be accepted by the bankers of the Transferee Company and credited to the account of the Transferee Company, if presented by the Transferee Company. Similarly, till the time any regulatory registrations of the Transferor Company are closed / suspended and regulatory filings are required to be done on such registrations, the Transferee Company shall be entitled to do so to comply with the relevant regulations and that after the sanction of the Scheme and in spite of dissolution of Transferee Company, shall for a period of five years from the date of sanction of the Scheme, be also entitled to continue to operate existing Bank account (s) of Transferor Company for the purpose of depositing cheques, drafts, pay orders and or payment advances issued to or to be issued in favor of Transferor Company and for the purpose of transferring such deposits in such accounts of Transferor Company to the account of Transferee Company.

• 2.6.7 Notwithstanding anything contained herein, in the event any dividends are declared by the Transferee Company before the Scheme becoming effective, the Transferor Company being entitled to the same due to its shareholding in the Transferee Company, shall ensure that such entitlements are distributed amongst its shareholders by way of dividends prior to Effective Date.

• 2.7 Consideration

• 2.7.1 Upon this Scheme becoming effective, and in consideration of Amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall, without any further act or deed and without any further payment, basis the swap ratio recommended in the Valuation Report dated July 30, 2021 issued by Mr. Sanka Hari Surya, Independent Registered Valuer (Registration No: IBBI/RV/07/2019/12576) read with supplemental share entitlement Report dated December 9, 2021 issued by Mr. Artham Someswara Rao (bearing Registration No: IBBI/RV/02/2019/11544), Independent Registered Valuer, shall issue and allot to the shareholders of Transferor Company as on the Record Date, New Equity Shares being an aggregate sum equal to the number of equity shares as held by the Transferor Company in the Transferee Company in the following manner:

1,81,64,000 (One crore eighty- one lakh sixty-four thousand) fully paid- up equity share of Rs. 5/- each credited as fully paid up equity shares of the Transferee Company shall be issued to the equity shareholders of the Transferor Company in proportion of their respective holding in 10,00,450 equity shares of Rs 10/- each held in the Transferor Company.

• 2.7.2 In the event that the New Equity Shares entitled to be issued result in fractional entitlements, the Board of Directors of the Transferee Company shall be empowered to consolidate and/or round off such fractional entitlements into whole number of equity shares to an integer in a

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manner to ensure that only 1,81,64,000 number of fully paid equity shares of Rs 5/- (Rupees five only) each to be issued to the shareholders of the Transferor Company.

• 2.7.3 The New Equity Shares shall be issued in dematerialised form.

• 2.7.4 In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Transferor Company, the Board of Directors of the Transferee Company shall be empowered in appropriate cases, prior to or even subsequent to the Record Date, to effectuate such a transfer as if such changes in the registered holder were operative as on the Record Date, in order to remove any difficulties, after the effectiveness of this Scheme.

• 2.7.5 The New Equity Shares to be issued to the shareholders of the Transferor Company above shall be subject to the Memorandum and Articles of Association of the Transferee Company and shall rank pari-passu with the existing equity shares of the Transferee Company in all respects.

• 2.7.6 If the Transferee Company changes its capital structure by way of any Corporate Action, the number of New Equity Shares mentioned in Clause 2.7.1 shall further be suitably modified/adjusted to give effect to such Corporate Actions.

• 2.7.7 The New Equity Shares in terms of this Scheme will be listed and/or admitted to trading on the Stock Exchanges where the shares of the Transferee Company are listed and/or admitted to trading subject to necessary approvals from the Stock Exchanges and necessary applications and compliances being made by the Transferee Company.

• 2.7.8 On the approval of the Scheme by the shareholders of Transferee Company pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act, it shall be deemed that the said shareholders of Transferee Company have also resolved and accorded all relevant consent for issue of New Equity Shares in terms of this Scheme of Merger by Absorption under section 42, 62 and such other provisions of the said Act to the extent the same may be considered applicable, if any and it is clarified that there will be no need to pass separate shareholders’ resolution as required under Section 42, 62 and/or any other provisions of the said Act, if any, as may be applicable

• 2.8 Cancellation of Equity Shares held by Transferor Company in Transferee Company

• 2.8.1 All equity shares held by the Transferor Company in the share capital of the Transferee Company as on the Effective Date equivalent to 1,81,64,000 equity shares shall stand cancelled, without any further act or deed, upon this Scheme becoming effective. Accordingly, the share capital of Transferee Company shall stand reduced to the extent of the face value of equity shares held by the Transferor Company in the Transferee Company. Provided however, should there be any change in such shareholding on account of a Corporate Action, if any by the Transferee Company the number of equity shares to be reduced on the Scheme becoming effective shall stand suitably modified. However, Transferee Company will correspondingly issue 1,81,64,000 (as modified by corporate action, if any) equity shares having a face value of Rs. 5/- each to the Shareholders of the Transferor Company pursuant to the Scheme as stated elsewhere in the Scheme.

• 2.8.2 The reduction in the share capital of the Transferee Company as contemplated in Clause 2.8.1 above shall be effected as an integral part of this Scheme in accordance with the provisions provided under Explanation to Section 230 and any other applicable provisions of the Companies Act. The order of NCLT sanctioning this Scheme shall also include approval and confirmation on the reduction of share capital of the Transferee Company which shall be deemed to be an order under Section 66 of the Companies Act confirming the reduction and pursuant to provisions under Explanation to Section 230, no separate sanction shall be necessary.

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• 2.8.3 The reduction as contemplated above would not involve either a diminution of liability in respect of unpaid share capital, if any or payment to any shareholder of any unpaid share capital. The Transferee Company shall not be required to add the words “and reduced” as a suffix to its name consequent upon such reduction.

• 2.9 Change in Authorized Share Capital

• 2.9.1 Upon the Scheme being finally effective, the Authorised Equity Capital of Transferor Company of Rs. 1,20,00,000/- divided into 12,00,000 Equity shares of Rs. 10/- each will stand subdivided into 24,00,000 Equity shares of Rs. 5/- each and that Authorised Preference Capital of Transferor Company of Rs. 2,00,00,000/- divided into 2,00,000 12% Redeemable Preference Shares of Rs 100/- each will stand reclassified to 4,000,000 Redeemable Preference Shares of Rs. 5/- each and will get merged with that of Transferee Company without payment of additional fees and duties as the said fees have already been paid and the Authorised Capital of Transferee Company will be increased to that extent and no separate procedure shall be followed under the Act.

• 2.9.2 By virtue of 2.9.1 above, the authorized share capital of the Transferee Company shall stand increased by an amount of Rs. 3,20,00,000 (Rupees three crore twenty lakhs) and Clause V of the Memorandum of Association and Article 4 (under the heading “Authorised Capital”) of the Articles of Association of the Transferee Company shall stand substituted/amended to read as follows:

• a) Clause V of Memorandum of Association of Transferee Company shall read as under:

“V. The Authorized Share Capital of the Company is Rs. 45,70,00,000 (Rupees forty -five crore seventy lakh) divided into 8,14,00,000 Equity Shares of Rs. 5/- (Rupees five) each and 1,00,00,000 Redeemable Preference Shares of Rs 5/- (Rupees five) each. The Company has power from time to time, to increase or reduce its capital and to divide the shares in the capital for the time being into other classes and to attach thereto respectively such preferential, deferred. qualified or other special rights, privileges, conditions or restrictions as may be determined by or in accordance with the Articles of Association of the Company and vary, modify or abrogate any such manner as may for the time being be permitted by the Articles of Association of the Company or the legislative provisions for the time being in force in that behalf.”

b) Article No. 4 of the Articles of Association of Transferee Company shall read as under:

4. The Authorized Share Capital of the Company is Rs. 45,70,00,000 (Rupees forty -five crore seventy lakh) divided into 8,14,00,000 Equity Shares of Rs. 5/- (Rupees five) each and 1,00,00,000 Redeemable Preference Shares of Rs 5/- (Rupees five) each. The Company has power from time to time, to increase or reduce its capital and to divide the shares in the capital for the time being into other classes and to attach thereto respectively such preferential, deferred. qualified or other special rights, privileges, conditions or restrictions as may be determined by or in accordance with the Articles of Association of the Company and vary, modify or abrogate any such manner as may for the time being be permitted by the Articles of Association of the Company or the legislative provisions for the time being in force in that behalf.”

• 2.9.3 It is hereby clarified that for the purposes of increasing the authorized share capital of the Transferee Company in accordance with Clause 2.9.1 and 2.9.2, the consent of the shareholders of the Transferee Company to this Scheme shall be deemed to be sufficient for the purposes of effecting amendment in the authorized share capital of the Transferee Company and consequential amendments in Clause V of its Memorandum of Association and Article 4 of its

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Articles of Association all actions taken in accordance with this Clause 2.9 of this Scheme shall be deemed to be in full compliance of Sections 13, 14 and 61 of the Act and other applicable provisions, if any of the Act and that no further resolutions or actions under Sections 13, 14 and 61 of the Act and/or any other applicable provisions of the Act, if any would be required to be separately passed.

• 2.9.4 For the avoidance of doubt, it is clarified that, in case, the authorised share capital of Transferee Company and, or, Transferor Company, as the case may be, undergoes any change during the pendency of the Scheme, either as a consequence of any Corporate Actions or otherwise, then this Clause 2.9 shall automatically stand modified / adjusted accordingly to take into account the effect of such change.

• 2.9.5 The stamp duty or registration filing fees paid on the authorized share capital of the Transferor Company are permitted to be utilized and applied towards the increase in the authorized share capital of the Transferee Company in accordance with this Clause 2.9.1 and 2.9.2 above, and no further demand of additional stamp duty or filing/registration fee shall be raised or made upon the Transferee Company by any regulatory authorities in relation to such increase in the authorized share capital of the Transferee Company, including by the RoC.

• 2.10 Accounting Treatment in the Books of the Transferee Company

• 2.10.1 The equity shares of the Transferee Company held by the Transferor Company shall stand cancelled in accordance with Clause 2.8.1 of the Scheme and as a result equivalent equity share capital of the Transferee Company and the book value of investments held by the Transferor Company in the Transferee Company recorded as per Clause 2.8.1 of the Scheme shall stand cancelled. Thereupon, the Transferee Company shall credit the aggregate face value of New Equity Shares issued by it to the shareholders of the Transferor Company pursuant to Clause 2.7 of this Scheme to the Share Capital Account in its Books of Account.

• 2.10.2 Upon the Scheme being Effective, Transferee Company shall account for the Amalgamation of the Transferor Company in its books of accounts with effect from the Effective Date in accordance applicable Indian Accounting Standards (Ind AS) 103 – “Business Combination” as issued by the Institute of Chartered Accountants of India and notified by Ministry of Corporate Affairs under the provisions of section 133 and other applicable provisions of Companies Act, 2013, read together with the Companies (Indian Accounting Standards) Rules, 2015.

• 2.10.3 All the assets and liabilities of Transferor Company are transferred to and vested in the Transferee Company shall be recorded at their respective fair values as appearing in the books of accounts of the Transferor Company in accordance with the requirement of Ind AS.

• 2.10.4 The balance, if any, in the Reserves account or credit or debit balance of profit and loss account of Transferor Company, as the case may be, shall be transferred to and aggregated with the corresponding reserves in the books of accounts of Transferee Company.

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PART-III GENERAL / RESIDUARY TERMS AND CONDITIONS

3 GENERAL / RESIDUARY TERMS AND CONDITIONS

• 3.1 Conditionality of the Scheme: This Scheme is and shall be conditional upon and subject to:

• 3.1.1 The Stock Exchanges issuing their observation/ no-objection letters, wherever required under applicable laws and SEBI issuing its comments on the Scheme, to the Transferee Company, as required under the SEBI Scheme Circular and other applicable laws;

• 3.1.2 The approval by the requisite majorities in number and value of the classes of persons, including shareholders, creditors of the Transferor Company and Transferee Company as may be directed by the NCLT under Sections 230 - 232 of the Companies Act and applicable rules and regulations framed thereunder;

• 3.1.3 The approval by the public shareholding of the Transferee Company through e-voting in terms of provisions of the Companies Act, 2013 and paragraphs I(A)(10)(a) and I(A)(10)(b) of the SEBI Master Circular (including any modification or revisions thereof) and the Scheme shall be acted upon only if the votes cast by the public shareholder in favour of the Scheme are more than the number of votes cast by the public shareholders against it. The term ‘public’ shall carry the same meaning as defined under Rule 2 of Securities Contracts (Regulation) Rules, 1957. As regards the Transferor Company, the total number of shareholders are below the prescribed number as required under the provision of the Companies Act, 2013 for the purpose of providing e-voting facility and thus e-Voting will not be applicable and the Transferor Company shall obtain approval of its shareholders in line with the provisions of the Companies Act, 2013

• 3.1.4 The sanctioning of this Scheme by the NCLT, whether or not with any modifications or amendments as NCLT may deem fit or otherwise;

• 3.1.5 The filing of the certified copies of the orders of the NCLT with the RoC, by the Transferor Company and Transferee Company, as the case may be;

• 3.1.6 Compliance with such other conditions as may be imposed by NCLT; and

• 3.1.7 The requisite consent, approval or permission of the Central Government or any Governmental Authorities including Stock Exchanges, Reserve Bank of India, which by law may be necessary for the implementation of this Scheme.

• 3.2 Application to the NCLT

• 3.2.1 The Transferor Company and Transferee Company shall, with all reasonable dispatch, make necessary applications to the NCLT where the respective registered offices of the Transferor Company and the Transferee Company are situated, for convening and/or seeking exemption to convene meetings of shareholders/ creditors and for sanctioning this Scheme under Sections 230 - 232 of the Act, for an order thereof, for carrying this Scheme into effect and for dissolution of Transferor Company without winding up.

• 3.2.2 The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to any Governmental Authority, if required under any law for such approvals which the Transferee Company may require to own the undertaking of the Transferor Company and to carry on the business of the Transferor Company.

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3.3 Modifications to the Scheme

• 3.3.1 The Transferor Company and the Transferee Company (acting through their respective Boards of Directors) may assent to any modifications or amendments to this Scheme, which the NCLT and/or any other authorities may deem fit to direct or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise for implementing and/or carrying out this Scheme. The Transferor Company and the Transferee Company (acting through its respective Boards of Directors) be and are hereby authorized to take such steps and do all acts, deeds and things as may be necessary, desirable or proper to give effect to this Scheme and to resolve any doubts, difficulties or questions, whether by reason of any order of the NCLT or of any directive or order of any other authorities or otherwise howsoever arising out of, under or by virtue of this Scheme and/or any matters concerning or connected therewith.

• 3.3.2 The Board of Directors of the Transferor Company and the Transferee Company shall be entitled, in a mutually agreeable manner, to revoke, cancel and declare the Scheme of no effect if they are of view that the coming into effect of the Scheme could have adverse implications on Transferor Company and/or Transferee Company.

• 3.3.3 In the event of any of the conditions that may be imposed by the NCLT or other authorities which the Transferor Company and / or the Transferee Company may find unacceptable for any reason, then the Transferor Company and / or Transferee Company (acting through their respective Board of Directors) are at liberty to withdraw the Scheme in accordance with the procedures prescribed to do so.

• 3.3.4 If any issue arises as whether any asset, liability pertains to the Transferor Company and/or the Transferee Company, or not under this Scheme, the same shall be decided by the Board of Directors of the Transferor Company and/or Transferee Company, as relevant, on the basis of relevant books of account and other evidence that they may deem relevant for said purposes.

• 3.4 Winding up of the Transferor Company

• 3.4.1 On the Scheme becoming effective, the Transferor Company shall stand dissolved without being wound up without any further act by the parties.

• 3.4.2 On and with effect from the Effective Date, the name of the Transferor Company shall be struck-off from the records of the RoC.

• 3.4.3 Any obligations/ steps which need to be undertaken by the Transferor Company pursuant to the sanction of this Scheme shall be fulfilled by the Transferee Company.

• 3.5 Effect of non-receipt of Approvals

• 3.5.1 In the event that the Scheme is not sanctioned by the NCLT or in the event any of consents, approvals, permissions, resolutions, agreements, sanctions or conditions enumerated in the Scheme are not obtained or complied with or for any other reason, the Scheme cannot be implemented, the Scheme shall become null and void, the Transferee Company shall bear the costs, charges and expenses in connection with the Scheme.

• 3.5.2 The non-receipt of any sanctions or approvals for a particular asset or liability forming part of the Transferor Company getting transferred pursuant to this Scheme, shall not affect the effectiveness of the respective section of the Scheme, if the Boards of Directors of the Transferor Company and Transferee Company so decide. The transfer of such asset or liability shall become effective from the Appointed Date as and when the said requisite approvals are received and the provisions of the Scheme shall apply appropriately to the said transfer.

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• 3.5.3 If any part of this Scheme hereof is invalid, ruled illegal by any NCLT of competent jurisdiction, or unenforceable under present or future laws, then it is the intention of the Transferor Company and Transferee Company that such Part shall be severable from the remainder of the Scheme, and the Scheme shall not be affected thereby, unless the deletion of such Part shall cause this Scheme to become materially adverse to Transferor Company and/or Transferee Company, in which case the Transferor Company and Transferee Company shall attempt to bring about a modification in the Scheme, as will best preserve for the Transferor Company and Transferee Company the benefits and obligations of the Scheme, including but not limited to such Part.

3.6 Revocation of the Scheme:

In the event of any of the said sanctions and approvals referred to in Clause 3.5 above, not being obtained and/or complied with and/or satisfied and/or this Scheme not being sanctioned by the NCLT and/or order or orders not being passed on or before such other date as may be mutually agreed upon by the respective Board of Directors of Transferor Company and Transferee Company, who are hereby empowered and authorized to agree to and extend the aforesaid period from time to time without any limitations in exercise of their powers through and by their respective delegate(s), this Scheme shall stand revoked, cancelled and be of no effect and in that event, no rights and liabilities whatsoever shall accrue to or be incurred inter se Transferor Company and Transferee Company or their respective shareholders or creditors or employees or any other person save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out in accordance with the applicable law and in such case, each Company shall bear its own costs unless otherwise mutually agreed. Further, the Board of Directors of Transferor Company and Transferee Company shall be entitled to revoke, cancel and declare the Scheme of no effect, if such Boards are of view that the coming into effect of the Scheme in terms of the provisions of this Scheme or filing of the drawn up orders with any authority could have adverse implication on the companies herein

3.7 Validity of Existing Resolutions:

Upon the coming into effect of this Scheme, the Resolutions, if any, of Transferor Company, which are valid and subsisting on the Effective Date, shall continue to be valid and subsisting and be considered as Resolutions of Transferee Company and if any such Resolutions have any monetary limits approved under the provisions of the Act or any other applicable statutory provisions, then the said limits shall be added to the limits, if any, under like Resolutions passed by Transferee Company and shall constitute aggregate of the said limits in Transferee Company.

3.8 Costs, Charges and Expenses

All costs, charges, levies and expenses in relation to or in connection with or incidental to this Scheme and its implementation, including but not limited to expenditure relating to registration and stamping of orders passed by NCLT, obtaining regulatory approvals, revocation or withdrawal of the Scheme (if undertaken by the Companies) will be borne by the Transferee Company

3.9 Indemnity

Notwithstanding anything contained in this Scheme, the Indemnifying Persons shall jointly and severally, indemnify and hold harmless the Indemnified Persons for any and all liabilities and obligations including all demands, claims, charges, suits, proceedings whether existing or contingent in nature and the like which may be made or instituted by any party including any Governmental Authority against the Indemnified Persons which are directly attributable to the Transferor Company which may devolve on Transferee Company on account of or pursuant to the Amalgamation irrespective of the fact that the liability arises and/or becomes payable after

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the Amalgamation. Further, the Indemnifying Persons shall secure, deposit or pay, as the case may be, any legal demand raised by any party including any Governmental Authority within the time frame provided therein.

3.10 Submission of Additional Documents with Stock Exchanges

The Transferor as well as the Transferee Company at their meeting held on July 31, 2021 approved the draft Scheme of Merger by Absorption between Jayant Finvest Limited and Jayant Agro-Organics Limited and their respective shareholders and creditors (“Scheme”) under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”) involving the amalgamation of Jayant Finvest Limited (“JFL/Transferor Company”) with Jayant Agro-Organics Limited (“JAOL/Transferee Company”) and consequent issue of equity shares by Transferee Company to the shareholders of JFL. Subsequent to approval of respective Companies Board of Directors, JAOL made application with the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) seeking approval in terms of provisions of SEBI Master Circular SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 and the Listing Regulations. JAOL appointed BSE as the Designated Stock Exchange. Subsequent to the application by Transferee Company, clarifications and/or documents were requisitioned by the BSE. JAOL had provided the same from time to time. Thereafter, upon further interaction with the BSE, Transferee Company was called upon to submit Audited financial statements of JFL not older than 6 months while they were being reviewed for approval by the BSE and also submit Supplemental Valuation Report and other related documents in support thereof for obtaining approval from BSE. In view of the same, JFL at its Board Meeting dated November 30, 2021 approved Audited Financial Results as at 30th September, 2021. Further, JAOL called its Audit Committee Meeting, Independent Directors Meeting and Board Meeting dated 10th December, 2021 & JFL also called its Board Meeting dated 10th December, 2021 to approve the Supplemental Valuation report, Fairness Opinion Report along with other relevant documents connected to the scheme. In view of the above, the supplemental / revised documents now form integral part of the scheme and are being submitted with the Stock Exchanges for its approval.

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Annexure 2

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Valuation Report Of Equity Shares of Jayant Finvest Limited And Jayant Agro-Organics Limited

Prepared by: SANKA HARI SURYA (IBBI REGISTERED VALUER) Registration No: IBBI/RV/07/2019/12576

Contact Details

Shree Mahavir Sadhana Chs, D-602, Plot No. 18 EFG, Sector-14, Navi Mumbai, Sanpada– 400705 Maharashtra M: +91 9833932080, E-Mail: ca.harisurya@gmail.com

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�������������������������������������������� Table of Contents Purpose About the Valuer Background/Information of the Company Convertible Securities of the Company Appointing Authority Disclosure of Valuer’s Interest Source of Information Approach Considered in Value Analysis Selection of Valuation Methodology Valuation & Conclusion Limitations & Disclaimers

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Date: July 30, 2021

To The Board of Directors,

Jayant Finvest Limited

701, Tower "A", Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West) Mumbai Maharashtra 400013 India.

AND

Jayant Agro-Organics Limited

701, Tower “A”, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West) Mumbai Maharashtra 400013 India.

Dear Sir/Madam,

Subject: Recommendation of Fair Exchange Ratio for the proposed amalgamation of - Jayant Finvest Limited in Jayant Agro Organics Limited

I. Purpose:

We have been engaged jointly by Jayant Finvest Limited (“JFL”) and Jayant Agro-Organics Limited (“JAOL”) (jointly referred to as “Companies”) for the recommendation of fair exchange ratio for the proposed amalgamation of JFL into JAOL as per the draft Scheme of Merger by Absorption (“Scheme”) in accordance with Sections 230 to 232 read with Section 66 of the Companies Act, 2013.

We understand that the Companies are contemplating the merger by absorption of JFL into JAOL. Accordingly, the valuation of equity shares of both the companies is required for compliance with Section 232 of the Companies Act, 2013 (“Purpose”).

We further understand that as per the draft Scheme, JFL is proposed to be amalgamated into JAOL. As a consideration for the Proposed Amalgamation, equity shareholders of JFL would be issued equity shares of JAOL, in lieu of their shareholdings in JFL.

We have prepared the Report for recommendation of the fair exchange ratio of equity shares as at 31 March 2021 (“Valuation Date”) for the proposed amalgamation of JFL into JAOL (“Proposed Amalgamation”).

The fair exchange ratio for the Report refers to number of equity shares of face value of �5 each of JAOL, which would be issued to the equity shareholders of JFL in lieu of number of equity shares of face value �10/- each held by them in JFL, pursuant to the Proposed Amalgamation.

Our deliverable for this engagement would be a valuation of equity shares of both the Companies and reporting a fair exchange ratio for t he Proposed Amalgam ation (the “Report”).

Accordingly, as per the request rec eived from the manage ment of the Companies, we are evaluating the fair exchange ratio for the prop osed amalgamation as on March 31, 2021 (“Valuation date”).

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The information contained herein and our report is confidential. It is intended only for the sole use and information of the Investor, and only in connection with the purpose mentioned above. It is to be noted that any reproduction, copying or otherwise quoting of this report or any part thereof, other than in connection with the purpose as aforesaid, can be done only with our prior permission in writing

II. About the Valuer:

Mr. Sanka Hari Surya is an Independent valuer registered with Insolvency and Bankruptcy Board of India (“IBBI”) with Registration No.: IBBI/RV/07/2019/12576 for the purpose of carrying out the said valuation of equity shares of the Companies.

III. Background/Information about the Companies

Jayant Finvest Limited (hereinafter also referred to as the “Transferor Company”) is a public unlisted company, limited by shares, incorporated under the provisions of the Companies Act, 1956 and is registered with the Registrar of Companies, Maharashtra, Mumbai with Corporate Identity Number U99999MH1992PLC066277. The Transferor Company was incorporated on April 09, 1992 as “Jayant Finvest Private Limited”. The Transferor Company’s name was subsequently changed to “Jayant Finvest Limited” on March 07, 2005 vide certificate of change of name dated April 28, 2005 issued by Registrar of Companies, Maharashtra, Mumbai. The registered office of the Transferor Company is currently situated at 701, Tower "A", Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West) Mumbai Maharashtra 400013 India.

As on valuation date, the Transferor Company, being one of the Promoter/ Promoter Group entity holds 1,81,64,000 (one crore eighty one lakh sixty-four thousand) equity shares in the Transferee Company amounting to 60.55% (sixty point fifty five percent) of the equity shares issued by the Transferee Company and accordingly the Transferor Company is a holding Company of Transferee Company.

Jayant Agro-Organics Limited (hereinafter also referred to as the “Transferee Company”) is a public listed company, limited by shares, registered with the Registrar of Companies, Maharashtra, Mumbai under the provisions of the Companies Act, 1956 with Corporate Identity Number L24100MH1992PLC066691. The Transferee Company was incorporated on May 07, 1992 as “Jayant Agro-Organics Private Limited”. The Word “Private” was deleted from the name of the Company w.e.f. December 7, 1992 as per section 43-A (1) of the erstwhile Companies Act, 1956 (as amended from time to time) and thereafter the Transferee Company’s name was changed to “Jayant AgroOrganics Limited” by virtue of Special Resolution passed by the Shareholders of the Company at its Extra Ordinary General Meeting dated December 21, 1992 & vide certificate of change of name dated April 2, 1993 issued by Registrar of Companies, Maharashtra, Bombay. The equity shares of the Company are listed on BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) (hereinafter collectively referred to as the “Stock Exchanges”). The registered office of the Transferee Company is currently situated at 701, Tower “A”, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West) Mumbai Maharashtra 400013 India.

The Transferee Company is presently engage d in the business of int er alia, manufacture and sale of a wide range of chemicals based on Castor O il which include agro -based renewable, non-food and ecofriendly resources.

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Rationale of the Scheme:

• a) Pursuant to Section 2(87) read with Companies (Restriction on number of Layers) Rules, 2017, no company (subject to certain exceptions) shall have more than two layers of subsidiaries. The Transferee Company is in the business of speciality chemicals and derivatives. The Transferee Company has also several Strategic tie ups, joint venture in the sector it is operating. The Transferee Company from time to time explores various business opportunities which may be undertaken in future and therefore reducing these layers will help the Transferee Company to quickly seize such business opportunities as and when they arise. Further, the Amalgamation shall have no adverse implications for the Transferor Company, the Transferee Company, or public shareholders of the Transferee Company. The public shareholding in the Transferee Company shall not be diluted and shall remain the same even after the Amalgamation coming into effect.

• b) It is proposed to amalgamate the Transferor Company with the Transferee Company by this Scheme, as a result of which the shareholders of the Transferor Company i.e. the Promoters (as defined hereinafter) shall directly hold shares in the Transferee Company.

• c) The Amalgamation will lead to simplification of the shareholding structure and reduction of shareholding tiers and demonstrate direct commitment to and engagement with the Transferee Company by the Promoters.

The Share Capital structure of the Companies, as on date of valuation is as under:

Name	Particulars	Amt in INR
Jayant Finvest Limited	Paid up Share Capital 10,00,450 equityshares of Rs. 10 each fully paid-up	1,00,04,500
Jayant Agro- Organics Limited	Paid up Share Capital 3,00,00,000 equityshares of Rs. 5 each fully paid-up	15,00,00,000

IV. Convertible Securities of the Company:

There are no convertible securities of the Company as on valuation date.

V. Appointing Authority:

We were assigned with this project of valuation of the shares of the Company by the Board of Directors of the Company and engagement letter for this project has been signed by Mr. Vikram Udeshi, the Director of the Company, authorised by the Board of Directors.

VI. Disclosure of Valuer’s Interest/ Conflict:

The Valuer is not related to the Company or its promoters or its director or their relatives, the valuer has not any interest or confliction of interest with respect to the valuation under consideration.

VII. Sources of Information:

We were provided with the following information by the management of the Company for the valuation purpose as aforesaid:

• a) Audited financial statements of the JFL for the period April 2020 to March 31, 2021.

• b) Draft Scheme of Merger by Absorption under Sections 230 to 232 read with section 66 and other applicable provisions of the Companies Act, 2013 .

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• c) Discussions with the Management on various issues relevant for the valuation including the prospects and outlook of the Company / industry, expected growth rate and other relevant information relating to future expected profitability of the business, etc.

• d) Such other information and explanations as we have required and which have been provided by the Management.

VIII. Approach Considered in our Value Analysis:

General Principle for Valuation

There is no single definition of the term ‘Value’ that is suitable for all purposes or at all times. The value of a particular asset may vary according to different valuation methodologies that are adopted to ascertain the value for a specific purpose. Valuation of securities is an inexact science. It may sometimes involve a set of judgments and assumptions that may be subject to certain uncertainties.

Broadly there are three approaches of Valuations which are as follows:

a) “Cost” approach b) “Income” approach c) “Market” Approach

IN SUMMARY:

The application of any method of valuation depends on the purpose for which the valuation exercise is performed; relevance of each method under the circumstances of the case and other factors as determined appropriate.

• Cost Approach: For valuing the company, we are of the view that the net asset approach (under the Cost Approach) will represent the fair value of the underlying business depending upon current business activities of the company. Hence the same has been considered for the purposes of computing the fair value of Jayant Finvest Limited.

• Income Approach: Since, we have not been provided with future cash flow projections of JFL, we have not considered this approach to arrive at a business value using the DCF method.

• Market Approach: The Company is not listed on any stock exchanges and hence market approach is not considered.

IX. Selection of Valuation Methodology

The objective of the valuation process is to make a best reasonable judgment of the value of the Shares of the Company. The best reasonable judgment of the value will be referred to as the fair value (FV).

JFL owns 1,81,64,000 shares of Jayant Agro-Organics Limited. The value of shares of the JFL has been arrived under Adjusted Net Asset Method (Adjusted NAV).

Jayant Agro-Organics Limited is a public listed company listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of In dia Limited (NSE). It is a frequently traded shares on NSE under Regulation 164(1) of Chapter-V of SEBI (Issue of C apital and Disclosure Requirements) Regulations, 2018.

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As per section 164 (1) of Securities and Exchange Board Of India (Issue of capital and Disclosure Requirements) Regulations, 2018 :-

Pricing of frequently traded shares

If the equity shares of the issuer have been listed on a recognised stock exchange for a period of twenty six weeks or more as on the relevant date, the price of the equity shares to be allotted pursuant to the preferential issue shall be not less than higher of the following:

a.) the average of the weekly high and low of the volume weighted average price of the related equity shares quoted on the recognised stock exchange during the twenty six weeks preceding the relevant date, i.e. July 31, 2021; or

b.) the average of the weekly high and low of the volume weighted average prices of the related equity shares quoted on a recognised stock exchange during the two weeks preceding the relevant date i.e. July 31, 2021.

X. Valuation & Conclusion:

In the ultimate analysis, valuation will have to involve the exercise of judicious discretion and judgment taking into account all the relevant factors. There will always be several factors, e.g. present and prospective competition, yield on comparable securities and market sentiments etc. which are not evident from the face of the balance sheets but which will strongly influence the worth of a share.

Though different values might have been arrived at under each of the methods explained above, for the purposes of recommending a fair value, it is necessary to arrive at a single value of the Company. For this purpose, we have considered it appropriate to choose NAV method to arrive at Fair value of shares of the JFL.

Valuation approach Asset approach - NAV method Income approach - DCF method Market approach - Market Price method Relative value per share Fair share exchange ratio	Jayant Agro-Organics Limited Jayant Finvest Limited Value per share (INR) Weight (%) Value per share (INR) Weight (%) NA NA 4813.88 100% NA NA NA NA 265.14 100% NA NA 265.14 4813.88 1,81,64,000 shares of JAOL for 10,00,450 shares of JFL

In the light of the above and on consideration of all the relevant factors and circumstances as discussed and outlined in this report, we have estimated the fair exchange ratio fair exchange ratio of equity shares as at 31 March 2021 is, 10,00,450 JFL : 1,81,64,000 JAOL

Conclusion: 1,81,64,000 (One crore eighty- one lakh sixty-four thousand) fully paid- up equity share of Rs. 5/- each credited as fully paid up equity shares of the Transferee Company shall

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be issued to the equity shareholders of the Transferor Company against 10,00,450 equity shares of Rs 10/- each held in the Transferor Company. XI. Limitations & Disclaimers:

• Our report is subject to the scope limitations detailed hereinafter. As such the report is to be read in totality, and not in parts, in conjunction with the relevant documents referred to herein and in the context of the purpose for which it is made.

• Valuation is not a precise science and the conclusions arrived at in many cases will, of necessity, be subjective and dependent on the exercise of individual judgment. There is, therefore, no indisputable single value. While the Company has provided an assessment of the value based on the information available, application of certain formulae and within the scope and constraints of our engagement, others may place a different value to the same.

• Our scope of work does not enable us to accept responsibility for the accuracy and completeness of the information provided to us. We have, therefore, not performed any audit, review, due diligence or examination of any of the historical or prospective information used and therefore, does not express any opinion with regards to the same.

• The draft of the present report was circulated to the Management for confirming the facts stated in the report and to confirm that information or facts stated are not erroneous and the assumptions used are reasonable.

• No investigation on the Company's claim to title of assets has been made for the purpose of this valuation and their claim to such rights has been assumed to be valid. No consideration has been given to liens or encumbrances against the assets, beyond the liabilities in the books. Therefore, no responsibility is assumed for matters of a legal nature.

• Our work does not constitute an audit or certification of the historical financial statements/prospective results including the working results of the Company referred to in this report. Accordingly, we are unable to and do not express an opinion on the fairness or accuracy of any financial information referred to in this report. Valuation analysis and results are specific to the purpose of valuation mentioned in the report is as per agreed terms of our engagement. It may not be valid for any other purpose or as at any other date. Also, it may not be valid if done on behalf of any other entity.

• In the course of the valuation, we were provided with both written and verbal information. We have however, evaluated the information provided to us by the Company through broad inquiry, analysis and review but have not carried out a due diligence or audit of the information provided for the purpose of this engagement. Our conclusions are based on the assumptions, forecasts and other information given by/on behalf of the Company. We assume no responsibility for any errors in the above information furnished by the Company and consequential impact on the present exercise.

• A valuation of this nature involves consideration of various factors including those impacted by prevailing market trends in general and industry trends in particular. This report is issued on the understanding that the Management has drawn our attention to all the matters, which they are aware of concerning the financial position of the Company and any other matter, which may have an impact on our opinion, on the fair value of the shares of the Company including any significant changes that have taken place or are likely to take place in the financial position of the Company. We have no responsibility to upd ate this report for ev ents and circumstances occurring after the date of this report.

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• Any person/party intending to provide finance/invest in the shares/business of the Company shall do so after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision.

• The decision to carry out the transaction (including consideration thereof) on the basis of this valuation lies entirely with the Management/ the Company and our work and our finding shall not constitute a recommendation as to whether or not the Management/ the Company should carry out the transaction.

• Our report is meant for the purpose mentioned hereinabove and should not be used for any purpose other than the purpose mentioned therein. The Report should not be copied or reproduced without obtaining our prior written approval for any purpose other than the purpose for which it is prepared.

• Neither Valuer, nor its partners/directors, managers, employees makes any representation or warranty, express or implied, as to the accuracy, reasonableness or completeness of the information, based on which the valuation is carried out. All such parties expressly disclaim any and all liability for, or based on or relating to any such information contained in the valuation.

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Sanka Hari Surya (Registered Valuer) IBBI/RV/07/2019/12576

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Annexure I

- Valuation of Equity Shares of Jayant Agro Organics Limited

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Volume
Average of weekly
Weighted Weekly high of Weekly low of
Weeks Date Day high and low of
Average VWAP VWAP
VWAP
price
26 July 2021 297.12 Monday
27 July 2021 284.34 Tuesday 297.12 277.55 287.34
Week 1 28 July 2021 277.55 Wednesday
29 July 2021 289.96 Thursday
30 July 2021 293.10 Friday
19 July 2021 245.68 Monday
20 July 2021 237.00 Tuesday
Week 2
22 July 2021 243.32 Thursday 248.90 237.00 242.95
23 July 2021 248.90 Friday
12 July 2021 214.22 Monday
13 July 2021 216.25 Tuesday
Week 3 14 July 2021 224.42 Wednesday 239.68 214.22 226.95
15 July 2021 234.00 Thursday
16 July 2021 239.68 Friday
05 July 2021 217.69 Monday
06 July 2021 214.92 Tuesday
Week 4 07 July 2021 212.63 Wednesday 217.69 209.48 213.59
08 July 2021 211.44 Thursday
09 July 2021 209.48 Friday
28 June 2021 227.28 Monday
29 June 2021 224.39 Tuesday
Week 5 30 June 2021 215.66 Wednesday 227.28 214.09 220.69
01 July 2021 214.09 Thursday
02 July 2021 217.73 Friday
21 June 2021 211.56 Monday
22 June 2021 212.62 Tuesday
Week 6 23 June 2021 211.62 Wednesday 224.98 211.56 218.27
24 June 2021 211.95 Thursday
25 June 2021 224.98 Friday
14 June 2021 213.36 Monday
15 June 2021 215.69 Tuesday
Week 7 16 June 2021 213.02 Wednesday 215.69 206.56 211.13
17 June 2021 209.15 Thursday
18 June 2021 206.56 Friday
07 June 2021 224.76 Monday
08 June 2021 218.26 Tuesday
224.76 209.91 217.34
Week 8 09 June 2021 209.91 Wednesday
10 June 2021 211.05 Thursday
11 June 2021 214.92 Friday
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W e e k 9 W e e k 1 0 W e e k 1 1 W e e k 1 2	W e e k 9 W e e k 1 0 W e e k 1 1 W e e k 1 2		31 May2021		191.74	Monday	215.24 190.71 196.69 183.74		189.54 183.25 183.51 178.55		202.39 186.98 190.10 181.15
			01 June 2021		189.54	Tuesday
			02 June 2021		197.96	Wednesday
			03 June 2021		201.65	Thursday
			04 June 2021 24 May2021		215.24 183.25	Friday Monday
			25 May2021		190.71	Tuesday
			26 May2021		189.92	Wednesday
			27 May2021		189.55	Thursday
			28 May 2021 17 May2021		186.14 196.69	Friday Monday
			18 May2021		189.64	Tuesday
			19 May2021		186.27	Wednesday
			20 May2021		183.51	Thursday
			21 May 2021 10 May2021		183.89 178.55	Friday Monday
			11 May2021		183.74	Tuesday
			12 May2021		181.51	Wednesday
			14 May2021		178.97	Friday
W e e k 1 3 W e e k 1 4 W e e k 1 5 W e e k 1 6 W e e k 1 7 W e e k 1 8 W e e k 1 9			03 May2021		187.75	Monday	187.75 158.88 141.74 137.71 136.88 137.55 145.14		171.69 140.04 132.77 131.12 134.24 136.06 136.94		179.72 149.46 137.26 134.42 135.56 136.81 141.04
			04 May2021		178.98	Tuesday
			05 May2021		171.69	Wednesday
			06 May2021		174.14	Thursday
			07 May 2021 26 April 2021		171.84 140.04	Friday Monday
			27 April 2021		146.61	Tuesday
			28 April 2021		153.90	Wednesday
			29 April 2021		145.19	Thursday
			30 April 2021 19 April 2021		158.88 133.14	Friday Monday
			20 April 2021		132.77	Tuesday
			22 April 2021		136.74	Thursday
			23 April 2021 12 April 2021		141.74 131.97	Friday Monday
			13 April 2021		131.12	Tuesday
			15 April 2021		135.13	Thursday
			16 April 2021 05 April 2021		137.71 134.24	Friday Monday
			06 April 2021		134.35	Tuesday
			07 April 2021		134.36	Wednesday
			08 April 2021		136.88	Thursday
			09 April 2021 30 March 2021		135.95 136.81	Friday Tuesday
			31 March 2021		136.06	Wednesday
			01 April 2021 22 March 2021		137.55 145.14	Thursday Monday
			23 March 2021		141.82	Tuesday
			24 March 2021		140.08	Wednesday
			25 March 2021		137.59	Thursday
			26 March 2021		136.94	Friday
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15 March 2021 139.20 Monday
16 March 2021 151.89 Tuesday
Week 20 17 March 2021 149.23 Wednesday 151.89 136.09 143.99
18 March 2021 142.70 Thursday
19 March 2021 136.09 Friday
08 March 2021 139.96 Monday
09 March 2021 146.60 Tuesday
10 March 2021 145.18 Wednesday 146.76 139.96 143.36
Week 21 12 March 2021 146.76 Friday
01 March 2021 140.40 Monday
02 March 2021 142.61 Tuesday
03 March 2021 146.94 Wednesday 146.94 140.40 143.67
04 March 2021 143.75 Thursday
Week 22 05 March 2021 142.40 Friday
22 February 2021 133.13 Monday
23 February 2021 135.38 Tuesday
24 February 2021 139.70 Wednesday 139.70 133.13 136.42
25 February 2021 138.50 Thursday
Week 23 26 February 2021 136.16 Friday
15 February 2021 142.67 Monday
16 February 2021 140.25 Tuesday
17 February 2021 136.14 Wednesday 142.67 136.14 139.41
18 February 2021 136.67 Thursday
Week 24 19 February 2021 138.91 Friday
08 February 2021 144.67 Monday
09 February 2021 140.74 Tuesday
10 February 2021 141.94 Wednesday 144.67 140.74 142.71
11 February 2021 141.28 Thursday
Week 25 12 February 2021 143.03 Friday
01 February 2021 132.13 Monday
02 February 2021 134.68 Tuesday
03 February 2021 134.46 Wednesday 142.97 132.13 137.55
04 February 2021 142.97 Thursday
Week 26 05 February 2021 140.49 Friday
Average of the weekly high and low of the volume weighted average price of the related equity shares quoted on
176.93
the recognised stock exchange during the twenty-six weeks preceding the relevant date, July 31, 2021
The average of the weekly high and low of the volume weighted average prices of the related equity shares
265.14
quoted on a recognised stock exchange during the two weeks preceding the relevant date, July 31, 2021
VWAP- Volume Weighted Average Price
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Valuation of Equity Shares of Jayant Finvest Limited

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Particulars 31.03.2021 (INR)
Assets
Investment in Jayant Agro-Organics Limited (1,81,64,000 shares of INR 5 each) 4,81,60,48,370
Cash and Cash Equivalents 17,46,059
Other Bank Balances 50,000
Prudential ICICI Money Market - Growth Option -
Other Financial assets 85,457
Current tax assets (net) -
Other non-financial assets 63,085
Liabilities
Trade Payables 10,13,067
Tax Liability 2,56,413
Provisions 1,12,558
Provisions-Gratuity 4,82,068
Other non-financial Liabilities 80,495
Fair Value of Jayant Finvest Limited 4,81,60,48,370
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93

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“E-Letter”

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DCS/AMAL/MJ/R37/2184/2020-21

January 07 ,2022

The Company Secretary, JAYANT AGRO-ORGANICS LTD. 701, Peninsula Business Park, Tower A, Senapati Bapat Marg, Lower Parel (W), Mumbai-400013.

Dear Sir,

Sub: Observation letter regarding the Scheme of Merger absorption of Jayant Finvest Limited with Jayant Agro Organics Limited and their respective shareholders and creditors.

We are in receipt of the Draft Scheme of Amalgamation of Jayant Agro Organics Limited as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated January 07, 2022 has inter alia given the following comment(s) on the draft scheme of Arrangement:

• “Company shall ensure that additional information and undertakings, if any, submitted by the Company, after filing the scheme with the stock exchange, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”

• “Company shall duly comply with various provisions of the Circular”.

• “Company is advised that the observations of SEBI/Stock exchange(s) shall be incorporated in the petition to be filed before Hon'ble National Company Law Tribunal (`NCLT') and the company is obliged to bring the observations to the notice of Hon'ble NCLT.”

• “It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.”

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

• To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.

• To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.

• To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

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BSE - INTERNAL

94

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The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Byelaws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities. Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

Sd/- Prasad Bhide Manager

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BSE - INTERNAL

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Ref: NSE/LIST/27932_II

January 07, 2022

The Company Secretary Jayant Agro Organics Limited Tower A, 701 Peninsula Business Park, Senapati Bapat Marg, Lower Parel (W) Mumbai – 400 013

Kind Attn.: Mr. Dinesh M. Kapadia

Dear Sir,

Sub: Observation Letter for draft scheme of merger by absorption of Jayant Finvest Limited with Jayant Agro Organics Limited and their respective shareholders and creditors.

We are in receipt of draft composite scheme of merger by absorption of Jayant Finvest Limited (Transferor Company) with Jayant Agro Organics Limited (Transferee Company) and their respective shareholders and creditors vide application dated August 10, 2021.

Based on our letter dated December 24, 2021 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended from time to time, (hereinafter referred to as ‘the Circular’), kindly find following comments on the draft scheme:

• a. The Companies involved in the scheme shall duly comply with various provisions of the Circular.

• b. The Company shall ensure that additional information and undertakings, if any, submitted by the Company, after filing the Scheme with the Stock Exchange, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.

• c. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.

• d. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/representations

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

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96

Continuation Sheet

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Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the Scheme, it shall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the Circular.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from January 07, 2022 within which the scheme shall be submitted to NCLT.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Harshad Dharod Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

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October 21, 2021

To, The General Manager, Department of Listing Services, BSE Limited, P.J. Towers, Dalal Street, Mumbai – 400 001

Dear Sir / Madam,

Sub: Submission of Report of Complaints with respect to application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed scheme of Merger by Absorption of Jayant Finvest Limited (Transferor Company) with Jayant Agro-Organics Limited (Transferee Company)

This is with reference to the Application No. 135869 with respect to scheme of Merger by Absorption of Jayant Finvest Limited (Transferor Company) with Jayant Agro-Organics Limited (Transferee Company) pursuant to Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, hosted on your website on September 29, 2021.

In this connection, we are enclosing “Report on Complaints” in the prescribed format pursuant to SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 for the period commencing from 30.09.2021 to 20.10.2021.

The Report on Complaints is also being uploaded on the website of the Company.

We request you to take the same on record & oblige.

Thanking you,

Yours faithfully, For Jayant Agro-Organics Limited

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Dinesh Kapadia Company Secretary & Compliance Officer

98

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Report on Complaints

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly	NIL
2.	Number of complaints forwarded by Stock Exchange	NIL
3.	Total Number of complaints/comments received (1+2)	NIL
4.	Number of complaints resolved	NIL
5.	Number of complaints pending	NIL

Part B

Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
Not Applicable

Thanking you,

Yours faithfully,

For Jayant Agro-Organics Limited

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Dinesh Kapadia Company Secretary & Compliance Officer

Date: October 21, 2021

99

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September 22, 2021

To, Manager - Listing Compliance National Stock Exchange of India Limited ‘Exchange Plaza’ C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

Dear Sir / Madam,

Sub: Submission o�Report o�Complaints with respect to application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed scheme of Merger by Absorption of Jayant Finvest Limited (Transferor Company) with Jayant Agro-Organics Limited (Transferee Company)

This is with reference to the Application No. 27932 with respect to scheme of Merger by Absorption of Jayant Finvest Limited (Transferor Company) with Jayant Agro-Organics Limited (Transferee Company) pursuant to Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, hosted on your website on August 20, 2021.

In this connection, we are enclosing “Report on Complaints” in the prescribed format pursuant to SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 for the period commencing from 21.08.2021 to 11.09.2021.

The Report on Complaints is also being uploaded on the website of the Company.

We request you to take the same on record & oblige.

Thanking you,

Yours faithfully, For Jayant Agro-Organics Limited

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Dinesh Kapadia Company Secretary & Compliance Officer

100

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Report on Complaints

Part A

	Part A
Sr. No.	Particulars	Number
1.	Number of complaints received directly	NIL
2.	Number of complaints forwarded by Stock Exchange	NIL
3.	Total Number of complaints/comments received (1+2)	NIL
4.	Number of complaints resolved	NIL
5.	Number of complaints pending	NIL

Part B

Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
Not Applicable

Thanking you,

Yours faithfully, For Jayant Agro-Organics Limited

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Dinesh Kapadia Company Secretary & Compliance Officer

Date: September 22, 2021

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JAYANT AGRO-ORGANICS LIMITED MANUFACTURERS & EXPORTERS OF CASTOR OIL & ITS PRODUCTS CIN. L24100MH1992PLC066691

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REGD. OFFICE : 701, TOWER ‘A’ PENINSULA BUSINESS PARK, SENAPATI BAPAT MARG, LOWER PAREL(W) MUMBAI 400 013 INDIA TEL.: +91 22 4027 1300 FAX: +91 22 4027 1399 EMAIL: info@jayantagro.com Website: www.jayantagro.com

REPORT UNDER SECTION 232(2)(C) OF THE COMPANIES ACT 2013 ADOPTED BY THE BOARD OF DIRECTORS OF JAYANT AGRO ORGANICS LIMITED IN RESPECT TO THE SCHEME OF AMALGAMATION BETWEEN JAYANT FINVEST LIMITED AND JAYANT AGRO-ORGANICS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

The board of directors of Jayant Agro-organics Limited (“Board ”) at its meeting held on Saturday, July 31, 2021 has approved the Scheme of Amalgamation between Jayant Finvest Limited (“ Transferor Company ”) and Jayant Agro-Organics Limited (“ Company ”) and their respective shareholders and creditors (the “ Scheme ”), under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the provisions of the SEBI Master Circular bearing the number SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 (“ Master Circular ”). The Appointed Date for the Amalgamation under the Scheme is April 1, 2021. The Scheme will come into force from the Effective Date (as defined in the Scheme).

The Scheme is subject to the receipt of approvals from the board of directors of the Transferor Company and approval of the regulatory authorities including the SEBI, Stock Exchanges and National Company Law Tribunal, Mumbai Bench (“ NCLT”) .

While deliberating on the Scheme the Board has considered the following amongst other documents:

• a) Draft Scheme of Merger by Absorption;

• b) Memorandum of association and articles of association of the Company and the Transferor Company;

• c) Audited accounts as on March 31, 2021 of the Company and Transferor Company, being the latest available audited accounts of each as on the date of this report.

• d) Valuation Report dated July 30, 2021 issued by Mr. Sanka Hari Surya (bearing Registration No: IBBI/RV/07/2019/12576), Independent valuer registered with Insolvency and Bankruptcy Board of India, prescribing the Share Entitlement Ratio ( defined below ) with respect to the amalgamation of Transferor Company with the Company, stipulating inter alia the methodology adopted and the valuation arrived at (“ Valuation Report ”);

• e) Fairness opinion dated July 30, 2021 issued by Saffron Capital Advisors Private Limited, merchant banker (Category I SEBI registered Merchant Banker bearing Registration No: INM000011211), providing its opinion on the fairness of the Share Entitlement Ratio recommended by Mr. Sanka Hari Surya (“ Fairness Opinion ”);

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JAYANT AGRO-ORGANICS LIMITED MANUFACTURERS & EXPORTERS OF CASTOR OIL & ITS PRODUCTS CIN. L24100MH1992PLC066691

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REGD. OFFICE : 701, TOWER ‘A’ PENINSULA BUSINESS PARK, SENAPATI BAPAT MARG, LOWER PAREL(W) MUMBAI 400 013 INDIA TEL.: +91 22 4027 1300 FAX: +91 22 4027 1399 EMAIL: info@jayantagro.com Website: www.jayantagro.com

• f) Net worth certificate issued by M/s. Vatsaraj & Co, Chartered Accountants, certifying the pre and post Scheme net worth of the Company;

• g) Pre-amalgamation shareholding pattern of the Transferor Company and pre and post amalgamation shareholding pattern of the Company.

As per Section 232(2)(c) of the Companies Act 2013, a report adopted by the Board explaining the effect of the Scheme on the shareholders, key managerial personnel, promoters, and nonpromoter shareholders is required to be circulated to the members or class of members, or creditors and class of creditors as the case may be along with the notice for the meeting that may be convened for such classes of shareholders / creditors as directed by the NCLT.

Accordingly, at the meeting of the Board held on July 31, 2021 as per Section 232(2)(c) of the Act, took on record the following impact of the Scheme on the shareholders, key managerial personnel and promoters non-promoters of the Company.

The Scheme will be filed for approval with the NCLT under the provisions of Section 230 to 232 of the Act, in accordance with Section 2(1B) of the Income Tax Act, 1961 and the provisions of the Master Circular.

• (a) The Amalgamation will result in the Promoters of the Company (as defined in the Scheme) directly holding shares in the Company instead of through the Transferor Company.

• (b) The Amalgamation will lead to simplification of the shareholding structure and reduction of shareholding tiers and demonstrate direct commitment to and engagement with the Transferee Company of/ by the Promoters.

• (c) Pursuant to Section 2(87) of the Act read with Companies (Restriction on number of Layers) Rules, 2017, no company (subject to certain exceptions) shall have more than two layers of subsidiaries. The Transferee Company from time to time explores various business opportunities which may be undertaken in future and therefore reducing these layers will help the Transferee Company to quickly seize such business opportunities as and when they arise. Further, the Amalgamation shall have no adverse implications for the Transferor Company, the Transferee Company, or public shareholders of the Transferee Company. The public shareholding in the Transferee Company shall not be diluted and shall remain the same even after the Amalgamation coming into effect.

• (d) The Promoter Group cumulatively will continue to hold [1,99,20,990] (one crore ninety -nine lakh twenty thousand nine hundred and ninety) i.e. 66.40% in the Company, even

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JAYANT AGRO-ORGANICS LIMITED MANUFACTURERS & EXPORTERS OF CASTOR OIL & ITS PRODUCTS CIN. L24100MH1992PLC066691

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REGD. OFFICE : 701, TOWER ‘A’ PENINSULA BUSINESS PARK, SENAPATI BAPAT MARG, LOWER PAREL(W) MUMBAI 400 013 INDIA TEL.: +91 22 4027 1300 FAX: +91 22 4027 1399 EMAIL: info@jayantagro.com Website: www.jayantagro.com

after the Amalgamation comes into effect. It is clarified that there shall be no change in the management or control of the Transferee Company after the Scheme comes into effect. Accordingly, the promoter and promoter holding based on the existing shareholding structure of the Company shall remain the same even after the Scheme comes into effect. The list of Promoters shall also remain the same after the Scheme coming into effect (save for the Transferor Company which will cease to exist).

• (e) The Scheme also provides that the Indemnifying Parties ( as defined in the Scheme ) will jointly and severally indemnify, defend and hold harmless the Indemnified Persons (as defined in the Scheme) for any liability, claim, or demand, which may devolve upon the Indemnified Person on account of this Amalgamation.

• (f) The Scheme provides for cancellation of by way of capital reduction of [1,81,64,000] (one crore eighty- one lakh sixty-four thousand) fully paid- up equity shares bearing the face value of Rs. 5/- held by the Transferor Company in the Company. The paid up share capital of the Company shall stand reduced to the extent of the face value of shares held by the Transferor Company in the Company.

• (g) In consideration for the above, the Scheme provides for the issue of in aggregate [1,81,64,000] (one crore eighty- one lakh sixty-four thousand) fully paid- up equity shares bearing the face value of Rs. 5/- proportionately to the shareholders of the Transferor Company in accordance with the share entitlement report.

• (h) The new equity shares issued by the Company pursuant to the Scheme as above, shall be listed in the Stock Exchanges where the shares of the Company are listed and shall rank pari-passu to the existing shares of the Company.

• (i) The Share Exchange Ratio Report dated July 30, 2021 recommending the share exchange ratio for issuance of equity shares by the Company does not mention any special difficulties faced in the valuation [and states that given the share exchange ratio the pricing guidelines under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements 2018 is not applicable]; and

• (j) Upon the Scheme coming into effect the Transferor Company shall stand dissolved without winding up or requiring any further action on behalf of the Company.

The directors and key managerial personnel and their relatives to the extent of shares held by them in the Company and the Transferor Company, if any, are concerned or interested financially in the Scheme.

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JAYANT AGRO-ORGANICS LIMITED MANUFACTURERS & EXPORTERS OF CASTOR OIL & ITS PRODUCTS CIN. L24100MH1992PLC066691

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REGD. OFFICE : 701, TOWER ‘A’ PENINSULA BUSINESS PARK, SENAPATI BAPAT MARG, LOWER PAREL(W) MUMBAI 400 013 INDIA TEL.: +91 22 4027 1300 FAX: +91 22 4027 1399 EMAIL: info@jayantagro.com Website: www.jayantagro.com

The impact of the proposed Scheme on the stakeholders of the Company shall be as follows:

i.	Shareholders	The shareholders of the Transferor Company will receive shares in the Company in lieu of their shares in the Transferor Company. The shareholders of the Company (other than the Transferor Company) shall not be impacted adversely by the Scheme.
ii.	Public Shareholders	No adverse impact.
iii.	Key Managerial Personnel	No adverse impact.
iv.	Directors	No adverse impact.
v.	Promoters	No adverse impact since the Promoter shareholding in the Company will remain constant.
vi.	Depositors	No adverse impact.
vii.	Creditors	No adverse impact.
viii.	Employees	No adverse impact.

In the opinion of the Board, the said scheme will be of advantage and beneficial to the the Company, its Shareholders, Creditors and other Stakeholders and the terms thereof are fair and reasonable. It is for these reasons that the Board of Directors of the Company approved the Scheme at their meeting held on July 31, 2021.

For and on behalf of the Board of Directors of Jayant Agro-Organics Limited

Abhay V. Udeshi

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JAYANT AGRO-ORGANICS LIMITED MANUFACTURERS & EXPORTERS OF CASTOR OIL & ITS PRODUCTS CIN. L24100MH1992PLC066691

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REGD. OFFICE : 701, TOWER ‘A’ PENINSULA BUSINESS PARK, SENAPATI BAPAT MARG, LOWER PAREL(W) MUMBAI 400 013 INDIA TEL.: +91 22 4027 1300 FAX: +91 22 4027 1399 EMAIL: info@jayantagro.com Website: www.jayantagro.com

REPORT UNDER SECTION 232(2)(C) OF THE COMPANIES ACT 2013 ADOPTED BY THE BOARD OF DIRECTORS OF JAYANT AGRO ORGANICS LIMITED IN RESPECT TO THE SCHEME OF AMALGAMATION BETWEEN JAYANT FINVEST LIMITED AND JAYANT AGRO-ORGANICS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

A meeting of the Board of Directors was held on Saturday, July 31, 2021 to consider, approve and, if thought fit, approve the Scheme of Amalgamation between Jayant Finvest Limited (“ Transferor Company ”) and Jayant Agro-Organics Limited (“Transferee Company”) and their respective shareholders and creditors (“ Scheme ”) under Sections 230 to 232 read with Section 66 and other relevant provisions of the Companies Act, 2013, as may be applicable, and Section 2(lB) and other relevant provisions of the Income Tax Act, 1961, provisions of the SEBI Master Circular bearing the number SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 (“ Master Circular ”) . The Appointed Date from which date the Amalgamation takes effect is April 1, 2021.The Scheme will come into force from the Effective Date (as defined in the Scheme).

Following this approval, pursuant to SEBI Master Circular SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 and the Listing Regulations, the application for approval of the Scheme was filed with the BSE Ltd (the Designated Stock Exchange) on August 10, 2021. Thereafter, clarifications and documents as requisitioned by the BSE Ltd have been provided from time to time by the Company. Pursuant to further interaction with the BSE Ltd, the Company was called upon to submit financial statements not older than 6 months while they were being reviewed for approval by the BSE Ltd and fresh/Supplemental Valuation Report and other related documents in support thereof is required to be submitted to the BSE Ltd. Accordingly, JFL/Transferor Company has prepared audited financial statements as at September 30, 2021 and the Transferee Company has prepared and filed a limited review report dated September 30, 2021 under the listing regulations (“ Updated Financials ”) as applicable to the Transferee Company .

This supplemental report of the Board of Directors is made in order to comply with the requirement of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and the Master Circular thereon.

Based on the Updated Financials, the following documents are being submitted to the Stock Exchanges, amongst others:

• (i) Supplemental Valuation Report dated December 9, 2021 issued by Mr. Artham Someswara Rao (bearing Registration No: IBBI/RV/02/2019/11544), Independent Registered Valuer considering the Updated Financials confirming the swap ratio recommended in the Valuation Report dated July 30, 2021;

• (ii) Supplemental Fairness Opinion dated December 9, 2021 issued by Saffron Capital Advisors Private Limited, Merchant Banker (Category I SEBI registered Merchant Banker bearing Registration No: INM000011211, considering the supplemental valuation report;

• (iii) Pricing Certificate dated December 10, 2021 issued by the Statutory Auditor in accordance with the pricing requirements under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Pursuant to the BSE Ltd requisitions, the draft Scheme has also been amended for certain clarifications sought. The amended draft Scheme was also placed before the Board of Directors.

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JAYANT AGRO-ORGANICS LIMITED MANUFACTURERS & EXPORTERS OF CASTOR OIL & ITS PRODUCTS CIN. L24100MH1992PLC066691

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REGD. OFFICE : 701, TOWER ‘A’ PENINSULA BUSINESS PARK, SENAPATI BAPAT MARG, LOWER PAREL(W) MUMBAI 400 013 INDIA TEL.: +91 22 4027 1300 FAX: +91 22 4027 1399 EMAIL: info@jayantagro.com Website: www.jayantagro.com

This is a Supplemental Report of the Board of Directors to be read in consonance with the Board Report dated July 31, 2021. All matters not considered at this meeting are deemed to remain effective as approved by the Board of Directors in its report dated July 31, 2021.

VALUATION METHODS EVALUATED FOR THE SHARE EXCHANGE RATIO

Upon considering the aforesaid information and documents including the Updated Financials, the Board of Directors noted that there is no impact on the Swap Ratio considered and approved by the Board of Directors on July 31, 2021. The Supplemental Valuation Report has reaffirmed that the Swap Ratio pursuant to the Scheme shall remain as 10,00,450 JFL: 1,81,64,000 JAOL (unchanged). The methodology followed by the Registered Valuers is the same as in the earlier Valuation Report dated July 30, 2021. The valuation methodology and the Swap Ratio is as follows:

Methodology adopted: The value of shares of the transferor Company has been arrived under Adjusted Net Asset Method (Adjusted NAV - under the Cost Approach).

The Board noted the share exchange ratio as under:

10,00,450 (Transferor Company):1,81,64,000 (Transferee Company) 1,81,64,000 fully paidup equity share of Rs. 5/- each held by Transferor Company in Transferee Company shall be issued to the Equity Shareholders of the Transferor Company in proportion of their respective holding in 10,00,450 equity shares of Rs 10/- each held in the Transferor Company.

APPROVAL BY THE BOARD OF DIRECTORS

The Board has noted and approved the amendments to the Scheme. Given that the swap ratio remains the same, there is no impact on the shareholders. The cost-benefit analysis and other factors considered in the Audit Report dated 31 July 2021also remain unchanged.

The Board of Directors unanimously approves the draft amended Scheme, Stock Exchange(s), SEBI and other appropriate authorities, if any for their favorable consideration and approval.

This Report should be read with the Report dated July 31, 2021. This Supplemental Report is made in order to comply with the requirement of the aforesaid SEBI Master Circular dated December 22, 2020 and a specific BSE Ltd requirement after considering the aforesaid and necessary documents.

For and on behalf of the Board of Directors of Jayant Agro-Organics Limited

Abhay V. Udeshi

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Chairman

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REPORT UNDER SECTION 232(2)(C) OF THE COMPANIES ACT 2013 ADOPTED BY THE BOARD OF DIRECTORS OF JAYANT FINVEST LIMITED IN RESPECT TO THE SCHEME OF AMALGAMATION BETWEEN JAYANT FINVEST LIMITED AND JAYANT AGRO-ORGANICS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

The Board of Directors of Jayant Finvest Limited (“Board ”) at its meeting held on Saturday, July 31, 2021 has approved the Scheme of Amalgamation between Jayant Finvest Limited (“ Transferor Company ”) and Jayant Agro-Organics Limited (“ Company ”) and their respective shareholders and creditors (the “ Scheme ”), under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the provisions of the SEBI Master Circular bearing the number SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 (“Master Circular”). The Appointed Date for the Amalgamation under the Scheme is April 1, 2021. The Scheme will come into force from the Effective Date (as defined in the Scheme).

The Scheme is subject to the receipt of approvals from the Board of Directors of the Transferor Company and approval of the regulatory authorities including the SEBI, Stock Exchanges and National Company Law Tribunal, Mumbai Bench (“ NCLT”) .

While deliberating on the Scheme the Board has considered the following amongst other documents:

• a) Draft Scheme of Merger by Absorption;

• b) Memorandum of association and articles of association of the Company and the Transferor Company;

• c) Audited accounts as on March 31, 2021 of the Company and Transferor Company, being the latest available audited accounts of each as on the date of this report.

• d) Valuation Report dated July 30, 2021 issued by Mr. Sanka Hari Surya (bearing Registration No: IBBI/RV/07/2019/12576), Independent valuer registered with Insolvency and Bankruptcy Board of India, prescribing the Share Entitlement Ratio ( defined below ) with respect to the amalgamation of Transferor Company with the Company, stipulating inter alia the methodology adopted and the valuation arrived at (“ Valuation Report ”);

• e) Fairness opinion dated July 30, 2021 issued by Saffron Capital Advisors Private Limited, merchant banker (Category I SEBI registered Merchant Banker bearing Registration No: INM000011211), providing its opinion on the fairness of the Share Entitlement Ratio recommended by Mr. Sanka Hari Surya (“ Fairness Opinion ”);

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• f) Net worth certificate issued by M/s. Vatsaraj & Co, Chartered Accountants, certifying the pre and post Scheme net worth of the Company;

• g) Pre-amalgamation shareholding pattern of the Transferor Company and pre and post amalgamation shareholding pattern of the Company.

As per Section 232(2)(c) of the Companies Act 2013, a report adopted by the Board explaining the effect of the Scheme on the shareholders, key managerial personnel, promoters, and non-promoter shareholders is required to be circulated to the members or class of members, or creditors and class of creditors as the case may be along with the notice for the meeting that may be convened for such classes of shareholders / creditors as directed by the NCLT.

Accordingly, at the meeting of the Board held on July 31, 2021 as per Section 232(2)(c) of the Act, took on record the following impact of the Scheme on the shareholders, key managerial personnel and promoters non-promoters of the Company.

The Scheme will be filed for approval with the NCLT under the provisions of Section 230 to 232 of the Act, in accordance with Section 2(1B) of the Income Tax Act, 1961 and the provisions of the Master Circular.

• (a) The Amalgamation will result in the Promoters of the Company (as defined in the Scheme) directly holding shares in the Company instead of through the Transferor Company.

• (b) The Amalgamation will lead to simplification of the shareholding structure and reduction of shareholding tiers and demonstrate direct commitment to and engagement with the Transferee Company of/ by the Promoters.

• (c) Pursuant to Section 2(87) of the Act read with Companies (Restriction on number of Layers) Rules, 2017, no company (subject to certain exceptions) shall have more than two layers of subsidiaries. The Transferee Company from time to time explores various business opportunities which may be undertaken in future and therefore reducing these layers will help the Transferee Company to quickly seize such business opportunities as and when they arise. Further, the Amalgamation shall have no adverse implications for the Transferor Company, the Transferee Company, or public shareholders of the Transferee Company. The public shareholding in the Transferee Company shall not be diluted and shall remain the same even after the Amalgamation coming into effect.

• (d) The Promoter Group cumulatively will continue to hold 1,99,20,990 (one crore ninety -nine lakh twenty thousand nine hundred and ninety) i.e. 66.40% in the Company,

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even after the Amalgamation comes into effect. It is clarified that there shall be no change in the management or control of the Transferee Company after the Scheme comes into effect. Accordingly, the promoter and promoter holding based on the existing shareholding structure of the Company shall remain the same even after the Scheme comes into effect. The list of Promoters shall also remain the same after the Scheme coming into effect (save for the Transferor Company which will cease to exist).

• (e) The Scheme also provides that the Indemnifying Parties ( as defined in the Scheme ) will jointly and severally indemnify, defend and hold harmless the Indemnified Persons (as defined in the Scheme) for any liability, claim, or demand, which may devolve upon the Indemnified Person on account of this Amalgamation.

• (f) The Scheme provides for cancellation of by way of capital reduction of 1,81,64,000 (one crore eighty- one lakh sixty-four thousand) fully paid- up equity shares bearing the face value of Rs. 5/- held by the Transferor Company in the Company. The paid up share capital of the Company shall stand reduced to the extent of the face value of shares held by the Transferor Company in the Company.

• (g) In consideration for the above, the Scheme provides for the issue of in aggregate [1,81,64,000] (one crore eighty- one lakh sixty-four thousand) fully paid- up equity shares bearing the face value of Rs. 5/- proportionately to the shareholders of the Transferor Company in accordance with the share entitlement report.

• (h) The new equity shares issued by the Company pursuant to the Scheme as above, shall be listed in the Stock Exchanges where the shares of the Company are listed and shall rank pari-passu to the existing shares of the Company.

• (i) The Share Exchange Ratio Report dated July 30, 2021 recommending the share exchange ratio for issuance of equity shares by the Company does not mention any special difficulties faced in the valuation [and states that given the share exchange ratio the pricing guidelines under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements 2018 is not applicable]; and

• (j) Upon the Scheme coming into effect the Transferor Company shall stand dissolved without winding up or requiring any further action on behalf of the Company.

The directors and key managerial personnel and their relatives to the extent of shares held by them in the Company and the Transferor Company, if any, are concerned or interested financially in the Scheme.

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The impact of the proposed Scheme on the stakeholders of the Company shall be as follows:

i.	Shareholders	The shareholders of the Transferor Company will receive shares in the Company in lieu of their shares in the Transferor Company. The shareholders of the Company (other than the Transferor Company) shall not be impacted adversely by the Scheme.
ii.	Public Shareholders	No adverse impact.
iii.	Key Managerial Personnel	No adverse impact.
iv.	Directors	No adverse impact.
v.	Promoters	No adverse impact since the Promoter shareholding in the Company will remain constant.
vi.	Depositors	No adverse impact.
vii.	Creditors	No adverse impact.
viii.	Employees	No adverse impact.

In the opinion of the Board, the said scheme will be of advantage and beneficial to the Company, its Shareholders, Creditors and other Stakeholders and the terms thereof are fair and reasonable. It is for these reasons that the Board of Directors of the Company approved the Scheme at their meeting held on July 31, 2021.

For and on behalf of the Board of Directors of Jayant Agro-Organics Limited

Abhay V. Udeshi

Chairman

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REPORT UNDER SECTION 232(2)(C) OF THE COMPANIES ACT 2013 ADOPTED BY THE BOARD OF DIRECTORS OF JAYANT FINVEST LIMITED IN RESPECT TO THE SCHEME OF AMALGAMATION BETWEEN JAYANT FINVEST LIMITED AND JAYANT AGRO-ORGANICS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

A meeting of the Board of Directors was held on Saturday, July 31, 2021 to consider, approve and, if thought fit, approve the Scheme of Amalgamation between Jayant Finvest Limited (“ Transferor Company ”) and Jayant Agro-Organics Limited (“Transferee Company”) and their respective shareholders and creditors (“ Scheme ”) under Sections 230 to 232 read with Section 66 and other relevant provisions of the Companies Act, 2013, as may be applicable, and Section 2(lB) and other relevant provisions of the Income Tax Act, 1961, provisions of the SEBI Master Circular bearing the number SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 (“ Master Circular ”) . The Appointed Date from which date the Amalgamation takes effect is April 1, 2021.The Scheme will come into force from the Effective Date (as defined in the Scheme).

Following this approval, pursuant to SEBI Master Circular SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 and the Listing Regulations, the application for approval of the Scheme was filed with the BSE Ltd (the Designated Stock Exchange) on August 10, 2021. Thereafter, clarifications and documents as requisitioned by the BSE Ltd have been provided from time to time by the Jayant Agro. Pursuant to further interaction with the BSE Ltd, Jayant Agro was called upon to submit financial statements not older than 6 months while they were being reviewed for approval by the BSE Ltd and fresh/Supplemental Valuation Report and other related documents in support thereof is required to be submitted to the BSE Ltd. Accordingly, JFL/Transferor Company has prepared audited financial statements as at September 30, 2021 and Jayant Agro / the Transferee Company has prepared and filed a limited review report dated September 30, 2021 under the listing regulations (“ Updated Financials ”) as applicable to the Transferee Company .

This supplemental report of the Board of Directors is made in order to comply with the requirement of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and the Master Circular thereon.

Based on the Updated Financials, the following documents are being submitted to the Stock Exchanges, amongst others:

• (i) Supplemental Valuation Report dated December 9, 2021 issued by Mr. Artham Someswara Rao (bearing Registration No: IBBI/RV/02/2019/11544), Independent Registered Valuer considering the Updated Financials confirming the swap ratio recommended in the Valuation Report dated July 30, 2021;

• (ii) Supplemental Fairness Opinion dated December 9, 2021 issued by Saffron Capital Advisors Private Limited, Merchant Banker (Category I SEBI registered Merchant Banker bearing Registration No: INM000011211, considering the supplemental valuation report;

• (iii) Pricing Certificate dated December 10, 2021 issued by the Statutory Auditor in accordance with the pricing requirements under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Pursuant to the BSE Ltd requisitions, the draft Scheme has also been amended for certain clarifications sought. The amended draft Scheme was also placed before the Board of Directors.

112

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This is a Supplemental Report of the Board of Directors to be read in consonance with the Board Report dated July 31, 2021. All matters not considered at this meeting are deemed to remain effective as approved by the Board of Directors in its report dated July 31, 2021.

VALUATION METHODS EVALUATED FOR THE SHARE EXCHANGE RATIO

Upon considering the aforesaid information and documents including the Updated Financials, the Board of Directors noted that there is no impact on the Swap Ratio considered and approved by the Board of Directors on July 31, 2021. The Supplemental Valuation Report has reaffirmed that the Swap Ratio pursuant to the Scheme shall remain as 10,00,450 JFL: 1,81,64,000 JAOL (unchanged). The methodology followed by the Registered Valuers is the same as in the earlier Valuation Report dated July 30, 2021. The valuation methodology and the Swap Ratio is as follows:

Methodology adopted: The value of shares of the transferor Company has been arrived under Adjusted Net Asset Method (Adjusted NAV - under the Cost Approach).

The Board noted the share exchange ratio as under:

10,00,450 (Transferor Company):1,81,64,000 (Transferee Company) 1,81,64,000 fully paidup equity share of Rs. 5/- each held by Transferor Company in Transferee Company shall be issued to the Equity Shareholders of the Transferor Company in proportion of their respective holding in 10,00,450 equity shares of Rs 10/- each held in the Transferor Company.

APPROVAL BY THE BOARD OF DIRECTORS

The Board has noted and approved the amendments to the Scheme. Given that the swap ratio remains the same, there is no impact on the shareholders. The cost-benefit analysis and other factors considered in the Audit Report dated 31 July 2021also remain unchanged.

The Board of Directors unanimously approves the draft amended Scheme, Stock Exchange(s), SEBI and other appropriate authorities, if any for their favorable consideration and approval.

This Report should be read with the Report dated July 31, 2021. This Supplemental Report is made in order to comply with the requirement of the aforesaid SEBI Master Circular dated December 22, 2020 and a specific BSE Ltd requirement after considering the aforesaid and necessary documents.

For and on behalf of the Board of Directors of Jayant Finvest Limited

Abhay V. Udeshi

Chairman

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Annexure 7

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THIS ABRIDGED PROSPECTUS CONSISTS ‘9’ PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

This Document contains information pertaining to unlisted entity involved in the proposed Scheme of Merger by Absorption of Jayant Finvest Limited (“ JFL ” or “ Transferor Company ”) with Jayant Agro-Organics Limited (“ JAOL ” or “ Transferee Company ”) and their respective shareholders pursuant to Sections 230-232 of the Companies Act, 2013 and rules framed thereunder read with Section 66 and other relevant provisions of the Companies Act, 2013, as may be applicable, and Section 2(lB) and other relevant provisions of the Income Tax Act, 1961, as applicable (“ Scheme ”). This Abridged Prospectus has been prepared in terms of the requirements specified in SEBI Circular No SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/0000000657 dated November 16, 2021 and SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 and SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017. The said Abridged Prospectus shall also be made available on the website of the Transferee Company viz. www.jayantagro.com.

DETAILS OF TRANSFEROR COMPANY

Jayant Finvest Limited CIN - U99999MH1992PLC066277 Registered & Corporate office – 701, Tower ‘A’, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India Telephone – 022-4027 1300; Fax – 022-4027 1399; Email ID – info@jayantagro.com Website – NIL; Contact person – Mr. Dinesh Kapadia

NAMES OF PROMOTERS OF JAYANT FINVEST LIMITED

DETAILS OF TRANSFEROR COMPANY	DETAILS OF TRANSFEROR COMPANY	DETAILS OF TRANSFEROR COMPANY	DETAILS OF TRANSFEROR COMPANY	DETAILS OF TRANSFEROR COMPANY
Jayant Finvest Limited CIN -U99999MH1992PLC066277 Registered & Corporate office– 701, Tower ‘A’, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India Telephone– 022-4027 1300; Fax– 022-4027 1399; Email ID–info@jayantagro.com Website– NIL; Contact person– Mr. Dinesh Kapadia
NAMES OF PROMOTERS OF JAYANT FINVEST LIMITED
	Following are the promoters of JFL:			Experience & Education qualification Experience: Family Trust of Udeshi Family Education qualification: Not Applicable. Experience: Close to Four decades of experience in the industry and leads the marketing and sales of castor oil and castor oil based products. Education qualification: B.E. in Chemical Engineering Experience: Close to Four decades of experience in the field of manufacturing, marketing, sales, personnel management, taxation, Pollution related rules and regulations. Education qualification: B.Sc. (Chemistry/Physics), B.S. (Industrial Engg.) MBA. Experience: Close to Four decades of experience in Research and Development of new products and process for Castor based Oleo chemicals and Develops QC methods for various products
	Sr.No.	Name	Individual/ Corporate	Experience & Education qualification
	1.	Mr. Jayraj G. Udeshi & Mr. Sudhir V. Udeshi on behalf of Udeshi Trust	Trust	Experience: Family Trust of Udeshi Family Education qualification: Not Applicable.
	2.	Mr. Abhay V. Udeshi	Individual	Experience: Close to Four decades of experience in the industry and leads the marketing and sales of castor oil and castor oil based products. Education qualification: B.E. in Chemical Engineering
	3.	Mr. Hemant V. Udeshi	Individual	Experience: Close to Four decades of experience in the field of manufacturing, marketing, sales, personnel management, taxation, Pollution related rules and regulations. Education qualification: B.Sc. (Chemistry/Physics), B.S. (Industrial Engg.) MBA.
	4.	Dr. Subhash V. Udeshi	Individual	Experience: Close to Four decades of experience in Research and Development of new products and process for Castor based Oleo chemicals and Develops QC methods for various products

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			Education qualification: B. Tech (Chemical Engineering), I.I.T., Mumbai, Ph. D. (Chem. Engg.)
5.	Jayraj G. Udeshi (HUF)	HUF	Experience: HUF of Jayraj G. Udeshi Education qualification: Not Applicable
6.	Vithaldas G. Udeshi (HUF)	HFU	Experience: HUF of Vithaldas G. Udeshi Education qualification: Not applicable
7.	Mr. Bharat M. Udeshi	Individual	Experience: Over 25 years of experience in factory management for manufacturing castor oil. Education qualification: Graduate
8.	Mr. Dhruv V. Udeshi	Individual	Experience: Part of Promoter Education qualification: Graduate
9.	Mr. Hitesh J. Udeshi	Individual	Experience: Part of Promoter Education qualification: Graduate
10.	Mrs. Aruna J. Udeshi	Individual	Experience: Part of Promoter Education qualification: Graduate
11.	Mrs. Malti Udeshi	Individual	Experience: Part of Promoter Education qualification: Graduate
12.	Mr. Mulraj G. Udeshi	Individual	Experience: Around four decades of experience in Castor Oil Manufacturing. Pioneer in market development of Castor De-oiled Cake and is actively involved in the groups backwards integration programme. Education qualification: Graduate
13.	Mr. Sudhir V. Udeshi	Individual	Experience: Has over four decades of experience in manufacturing and projects related to castor oil derivatives. Overseas operations and projects Education qualification: B. Tech. in Chemical Engineering (IIT Kanpur), M.S., M. Phil in Chemical Engineering.
14.	Mr. Vikram V. Udeshi	Individual	Experience: Has over more then 3 decade of rich experience in the filed of finance and financial planning. Education qualification: B.Com, F.C.A
15.	Mr. Yatin V. Udeshi	Individual	Experience: Part of Promoter Education qualification: Graduate

DETAILS OF	DETAILS OF	DETAILS OF	OFFER TO PUBLIC	OFFER TO PUBLIC
Type of Issue (Fresh/ OFS/ Fresh & OFS)	Fresh Issue	OFS Size (by	Total Issue	Issue Under	Share Reservation
	Size (by no. of	no. of shares or	Size (by no. of	6(1)/ 6(2)
	shares or by	by amount in	shares or by		QIB	NII	RII
	amount in Rs)	Rs)	amount in
Not Applicable

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DETAILS OF OFS BY PROMOTER(S)/ PROMOTER GROUP/ OTHER SELLING SHAREHOLDERS ( upto a maximum of 10 selling shareholders)

	Name	Type	No of Shares	WACA in Rs	Name	Type	No of Shares	WACA
			offered/ Amount	per Equity			offered/	in Rs per
			in Rs				Amount in Rs	Equity
	Not Applicable

P: Promoter; PG: Promoter Group; OSS: Other Selling shareholder ; WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis.

DETAILS OF OFS BY PROMOTER(S)/ PROMOTER GROUP/ OTHER SELLING SHAREHOLDERS(upto a maximum of 10 selling shareholders)	DETAILS OF OFS BY PROMOTER(S)/ PROMOTER GROUP/ OTHER SELLING SHAREHOLDERS(upto a maximum of 10 selling shareholders)	DETAILS OF OFS BY PROMOTER(S)/ PROMOTER GROUP/ OTHER SELLING SHAREHOLDERS(upto a maximum of 10 selling shareholders)	DETAILS OF OFS BY PROMOTER(S)/ PROMOTER GROUP/ OTHER SELLING SHAREHOLDERS(upto a maximum of 10 selling shareholders)	DETAILS OF OFS BY PROMOTER(S)/ PROMOTER GROUP/ OTHER SELLING SHAREHOLDERS(upto a maximum of 10 selling shareholders)	DETAILS OF OFS BY PROMOTER(S)/ PROMOTER GROUP/ OTHER SELLING SHAREHOLDERS(upto a maximum of 10 selling shareholders)	DETAILS OF OFS BY PROMOTER(S)/ PROMOTER GROUP/ OTHER SELLING SHAREHOLDERS(upto a maximum of 10 selling shareholders)	DETAILS OF OFS BY PROMOTER(S)/ PROMOTER GROUP/ OTHER SELLING SHAREHOLDERS(upto a maximum of 10 selling shareholders)
Name Type No of Shares offered/ Amount in Rs WACA in Rs per Equity Name Type No of Shares offered/ Amount in Rs WACA in Rs per Equity Not Applicable P: Promoter; PG: Promoter Group; OSS: Other Selling shareholder;WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis.
		Price Band, Minimum Bid Lot& Indicative Timelines
		PriceBand
		Minimum Bid Lot Size
		Bid/Offer Open On
					Not Applicable
		Bid/Closes Open On
		Finalisation of Basis of Allotment
		Initiation of Refunds
		Credit of EquityShares to Demat accounts of Allottees
		Commencement of trading of Equity Shares
	Details of WACA of all shares transacted over the				trailing eighteen months from the date of RHP
		Period	Weighted Average	Upper End of		Range of acquisition
			Cost of Acquisition	the Price Band		price Lowest Price- Highest
			(in Rs.)	is ‘X’ times the		Price (in Rs.)
				WACA
		Not Applicable
	RISKS IN RELATION TO THE FIRST OFFER
	Not Applicable
	GENERAL RISKS
	Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in the equity of the Issuing Company unless they can afford to take the risk of losing their entire investment. Shareholders are advised to read the risk factors carefully before taking an investment decision in relation to the Scheme. For taking an investment decision, shareholders must rely on their own examination of the Company and the Scheme including the risks involved. The equity shares being offered in the Scheme have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of the Abridged Prospectus. The Scheme does not envisage any issue to the public at large. Shareholders are advised to refer the title “Internal Risk Factors” on Page 6 of the Abridged Prospectus before making an investment in this Scheme.

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SCHEME DETAILS, LISTING AND PROCEDURE

SCHEME DETAILS

The Scheme of Merger by Absorption provides for merger of JFL with JAOL and their respective shareholders pursuant to Sections 230-232 of the Companies Act, 2013 and rules framed thereunder read with Section 66 and other relevant provisions of the Companies Act, 2013, as may be applicable, and Section 2(lB) and other relevant provisions of the Income Tax Act, 1961, as applicable.

CONSIDERATION

Upon this Scheme becoming effective, JAOL shall, without any further act or deed and without any further payment, basis the swap ratio shall issue and allot to the shareholders of JFL, new equity shares being an aggregate sum equal to the number of equity shares as held by JFL in JAOL in the following manner:

1,81,64,000 (One crore eighty- one lakh sixty-four thousand) fully paid- up equity share of Rs. 5/- each credited as fully paid up equity shares of JAOL shall be issued to the equity shareholders of JFL in proportion of their respective holding in 10,00,450 equity shares of Rs 10/- each held in the Transferor Company equity shares

Such equity shares issued by the Transferee Company to the shareholders of the Transferor Company will be listed and admitted for trading on the Stock Exchanges.

PROCEDURE

The procedure with respect to public issue/offer would not be applicable as the Scheme does not involve issue of any equity shares to public at large. The issue of equity shares by JAOL is only to the shareholders of JFL in accordance with the Scheme. Hence, the procedure with respect to GID (General Information Document) is Not Applicable.

PRICE INFORMATION OF JAYANT FINVEST LIMITED

In the present case, upon Scheme becoming effective, pursuant to the approval of Hon’ble NCLT, the shareholders of JFL will be allotted equity shares of JAOL (i.e. 1,81,64,000 shares in proportion of their shareholding), as held by Jayant Finvest Limited in Jayant Agro-Organics Limited pre-merger, in lieu of equal number of shares as held by JFL in JAOL being cancelled therefore pricing provisions are not applicable.

However, the swap ratio for allotment of equal number of equity shares is arrived based on the valuation report issued by the independent registered valuer read with supplemental share entitlement Report issued by the independent registered valuer. Cost approach, Income approach, Market approach methodology were available for the valuation, the independent registered valuer has considered the Adjusted Net Asset methodology. For the reference valuation report is annex to the notice of the meeting of the Shareholders convened as per the directions of the National Company Law Tribunal.

PROMOTERS OF JAYANT FINVEST LIMITED

For details of Promoter of the Transferor Company, please refer the details of the Transferor Company on page no. 1

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BUSINESS MODEL / BUSINESS OVERVIEW AND STRATEGY

Company Overview:	Jayant Finvest Limited is a public unlisted company, limited by shares, incorporated under the provisions of the Companies Act, 1956 and is registered with the Registrar of Companies, Maharashtra, Mumbai with Corporate Identity Number U99999MH1992PLC066277. The Transferor Company was incorporated on April 09, 1992 as “Jayant Finvest Private Limited”. The Transferor Company’s name was subsequently changed to “Jayant Finvest Limited” on March 07, 2005 vide certificate of change of name dated April 28, 2005 issued by Registrar of Companies, Maharashtra, Mumbai. The registered office of the Transferor Company is currently situated at 701, Tower "A", Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West) Mumbai Maharashtra 400013 India. Jayant Finvest Limited is a Core Investment Company in terms of the Core Investment Companies (Reserve Bank) Directions, 2016.
Product/Service Offering: Revenue segmentation by product/service offering	Jayant Finvest Limited is a promoter holding company of the Transferee Company holding 60.55% shares in Transferee Company. Primary income of Jayant Finvest Limited is receipt of dividend from the Transferee Company. Being the core investment Company, the main business of Jayant Finvest Limited is to make investment in securities of group companies. Apart from receiving divided and other financial income, the company does not carry any activities.
Geographies Served: Revenue segmentation by geographies	India (Mumbai)
Key Performance Indicators:	Not Applicable
Client Profile or Industries Served: Revenue segmentation in terms of top 5/10 clients or Industries:	Nil
Intellectual Property, if any:	Nil
Market Share:	Not Applicable
Manufacturing plant, if any:	Nil
Employee Strength:	1

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BOARD OF DIRECTORS

The Board of Directors of Jayant Finvest Limited are as follows:

Sr. No.	Name	Designation	Experience & Education qualification	Other Directorship
1	Mr. Abhay V. Udeshi (DIN: 00355598 )	Chairman (Non-Executive Director)	B.E. in Chemical Engineering, (MS University of Baroda, Gujarat). He has over three decades of experience in the Castor Oil Industry. He is the guiding force behind the Group’s sustained and profitable growth. He is an eminent speaker at various National as well as International forums. He has been the President of the International Castor Oil Association (ICOA), USA. He is also the Vice President of Solvent Extractors Association of India and a Vice Chairman of Chemexcil. Mr. Udeshi is also Chairman of Sustainable Castor Association.	Chairman & Whole-time Director - Jayant Agro-Organics Limited Non-Executive Director - Enlite Chemical Industries Limite - Ihsedu Coreagri Services Private Limited - Ihsedu Itoh Green Chemicals Marketing Private Limited - Ihsedu Agrochem Private Limited - Gokulmani Agricom Limited - Vithal Castor Polyols Private Limited - Jacaco Private Limited - Jayant Speciality Products Private Limited - The Solvent Extractors Association of India - International Castor Oil Association - Sustainable Castor Association - Basic Chemicals Cosmetics & Dyes Export Promotion Council
2	Mr. Vikram V. Udeshi (DIN: 00355713 )	Non-Executive Director	B. Com, F.C.A. Responsible for the management and planning of financial activities of the group. Actively involved in strategies and alliances of the company.	Non-Executive Director - Ihsedu Coreagri Services Private Limited - Ihsedu Itoh Green Chemicals Marketing Private Limited - Sustainable Castor Association
3	Mr. Mulraj G. Udeshi (DIN: 00355925)	Non-Executive Director	He has had over four decades of experience in Castor Oil Manufacturing. Pioneer in market development of Castor De-oiled Cake and is actively involved in the groups backwards integration programme.	Non-Executive Director - Gokulmani Agricom Limited - Ihsedu Agrochem Private Limited - Ihsedu Coreagri Services Private Limited

OBJECTS OF THE SCHEME

1. Details of means of finance- Not Applicable

	Sr. No	Objects of the Issue	Total estimate cost	Amount deployed till	Amount to be financed from Net Proceeds	Estimated Net Proceeds Utilization	Estimated Net Proceeds Utilization
						Fiscal 2022	Fiscal 2023
	Not Applicable

1. Details and reasons for non - deployment or delay in deployment of proceeds or changes in utilization of – issue proceeds of past public issues / rights issue, if any, of the Company in the preceding 10 years. Not Applicable

2. Name of monitoring agency, if any - Not Applicable

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4. Terms of Issuance of Convertible Security, if any - Not Applicable

Convertible securities being offered by the Company Face Value / Issue Price per Convertible securities Issue Size Interest on Convertible Securities Not Applicable Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD

SHAREHOLDING PATTERN OF JAYANT FINVEST LIMITED

	Sr. No.	Particulars	Pre-Merger number of shares	% of holding pre- merger
	1	Promoter / Promoter group	10,00,450	100
	2	Public	0	0
	Total		10,00,450	100

Jayant Finvest Limited (Transferor Company) is a holding Company of Jayant Agro Organics Limited (Transferee Company)

Upon scheme of Merger being effective, Jayant Finvest Limited shall cease to exist.

Number/amount of equity shares proposed to be sold by selling shareholders , if any. Not applicable

RESTATED CONSOLIDATED AUDITED FINANCIALS OF JAYANT FINVEST LIMITED

							(Amount is in Rs.)	(Amount is in Rs.)	(Amount is in Rs.)
Particulars		01.04.2021	01.04.2020		01.04.2019	01.04.2018	01.04.2017	01.04.2016
		to	to		to	to	to	to
		30.09.2021	31.03.2021		31.03.2020	31.03.2019	31.03.2018	31.03.2017
Total income	from
operations (net)		1,28,388.56	1,64,024.16		2,51,290.20	2,44,682.20	2,55,954.10	1,67,591.57
Net Profit/(Loss)		4,404.26	5,216.05		-3,446.99	6,069.70	3,540.88	4,603.31
before Extraordinary
Items and Tax
Net Profit/(Loss) after		4,404.26	5,216.05		-3,446.99	6,069.70	3,540.88	4,603.31
Extraordinary
Items and Tax
Equity Share Capital		100.04	100.04		100.04	100.04	102.59	102.59
Reserves and Surplus		25,422.97	23,127.48		19,833.24	22,945.64	10,287.23	8,233.09
Net Worth		25,523.01	23,227.52		19,933.28	23,045.68	10,389.82	8,335.68
Basic Earnings	per	440.23	521.37		-344.54	606.70	345.15	448.71
share
Diluted Earnings per		440.23	521.37		-344.54	606.70	345.15	448.71
Share
Return on Net Worth		18.96	26.17		-14.96	58.42	42.48	72.05
(%)
Net Asset Value per		255.13	232.18		199.25	230.36	101.28	81.25
share
Note Financials are Prepared as per IND AS from FY				2018-2019

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M/s. Vatsaraj & Co.

STATUTORY AUDITORS OF JAYANT FINVEST LIMITED

Chartered Accountants (Firm’s Registration no. 111327W First floor, Fort Chambers, C Block, 65 Tamarind Lane, Fort, Mumbai – 400023

INDICATIVE TIMETABLE

The Abridged Prospectus is issued pursuant to the Scheme and is not an offer to public at large. The time frame cannot be established with absolute certainty, as the Scheme is subject to approvals from regulatory authorities, including the Hon’ble National Company Law Tribunal (‘NCLT’) .

INTERNAL RISK FACTORS

1. Implementation of the Scheme completely depends on the approval of Regulatory Authorities. Any modification or revision in the Scheme by the competent authorities may delay the completion of the process;

2. Equity Shares to be issued pursuant to the Scheme by shall be listed on BSE Limited & National Stock Exchange of India Limited, which would be subject to approvals from the said Stock Exchanges;

3. Pandemic like COVID-19 can have effect on the company. The impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature & duration. The Company continues to monitor material changes

4. The Merger may be delayed or cancelled if the Companies receive dissenting vote from secured / unsecured creditors of Transferor and Transferee Company

5. As this merger is between Group Companies and one of the rationale of the merger is to eliminate holding entity to pave way for creation / incorporation of subsidiary company for the Transferee Company, none receipt of approval can cause loss of potential business from Joint Venture, New Partnership etc..

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION AGAINST JAYANT FINVEST LIMITED

	A. Total number of outstanding litigations against	A. Total number of outstanding litigations against	A. Total number of outstanding litigations against	the company and amount involved	the company and amount involved	the company and amount involved
	Name of Entity	Criminal	Tax	Statutory	Disciplinary	Material	Aggregate
		Proceedings	Proceedings	or	actions by	Civil	amount
				Regulatory	the SEBI or	Litigations	involved
				Proceedings	Stock		(Rs in
					Exchanges		crores)
					against our
					Promoters
	Company
	By the Company
	Against the Company
	Directors
	By our Directors			Nil
	Against the Directors
	Promoters
	By Promoters
	Against Promoters
	Subsidiaries
	By Subsidiaries
	Against Subsidiaries

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B. Brief details of top 5 material outstanding litigations against the company and amount involved:

	Sr. No.	Particulars	Litigation filed by	Current status	Amount
					~~involved~~
	Nil

• C. Regulatory action, if any – disciplinary action taken by SEBI or Stock Exchanges against the Promoters in last 5 financial years including outstanding action, if any – Nil

• D. Brief details of outstanding criminal proceedings against Promoters – Nil

ANY OTHER IMPORTANT INFORMATION

As a result of proposed Merger, the shareholders of the Transferor Company (promoter / promoter group) shall directly hold shares in the Transferee Company. Further, the public shareholding in the Transferee Company shall not be diluted and shall remain the same;

Following is the rationale of the Scheme:

1. Pursuant to Section 2(87) read with Companies (Restriction on number of Layers) Rules, 2017, no company (subject to certain exceptions) shall have more than two layers of subsidiaries. The Transferee Company is in the business of speciality chemicals and derivatives. The Transferee Company has also several Strategic tie ups, joint venture in the sector it is operating. The Transferee Company from time to time explores various business opportunities which may be undertaken in future and therefore reducing these layers will help the Transferee Company to quickly seize such business opportunities as and when they arise. Further, the Amalgamation shall have no adverse implications for the Transferor Company, the Transferee Company, or public shareholders of the Transferee Company. The public shareholding in the Transferee Company shall not be diluted and shall remain the same even after the Amalgamation coming into effect.

2. It is proposed to amalgamate the Transferor Company with the Transferee Company by this Scheme, as a result of which the shareholders of the Transferor Company i.e. the Promoters ( as defined hereinafter ) shall directly hold shares in the Transferee Company.

3. The Amalgamation will lead to simplification of the shareholding structure and reduction of shareholding tiers and demonstrate direct commitment to and engagement with the Transferee Company by the Promoters

DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act, 1956, the Companies Act, 2013 and the rules/guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, to the extent applicable, as the case may be, have been complied with and no statement made in this abridged prospectus is contrary to the provisions of the Companies Act, 1956, the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued thereunder, as the case may be.

We further certify that all statements in the abridged prospectus are true and correct.

For Jayant Finvest Limited

Sd/-

Dinesh M. Kapadia Authorised Signatory

Date: July 15, 2022 Place: Mumbai

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Saffron Capital Advisors Private Limited 605, Sixth Floor, Centre Point, Andheri Kurla Road J.B. Nagar, Andheri (East), Mumbai - 400059 Tel.: +91-22-40820912 | Fax: +91-22-40820999 Email: info@saffronadvisor.com Website: www.saffronadvisor.com CIN No.: U67120MH2007PTC166711

July 15, 2022

To

The Board of Directors

JAYANT FINVEST LIMITED

701, Tower ‘A’, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India

Kind Attention: Mr. Dinesh Kapadia

Dear Sir,

Sub: Certification of Abridged Prospectus pursuant to Securities Exchange Board of India Master Circular

No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, (“SEBI Circular”) in the matter of proposed scheme of Merger of Jayant Finvest Limited (“Transferor Company” or “JFL”) with Jayant AgroOrganics Limited (“Transferee Company” or “JAOL”) and their respective shareholders pursuant to Sections 230-232 of the Companies Act, 2013 and rules framed thereunder read with Section 66 and other relevant provisions of the Companies Act, 2013, as may be applicable, and Section 2(lB) and other relevant provisions of the Income Tax Act, 1961, as applicable. In this context, Saffron is pleased to offer its services to the proposed transaction.

=====================================================================================

This is with reference to our engagement with JAOL for interalia certifying the accuracy and adequacy of the disclosures pertaining to JFL made in the abridged prospectus to be sent to the shareholders and creditors (both secured as well as unsecured) of JAOL pursuant to the Scheme of Merger (“ Scheme ”). We have been provided with the abridged prospectus dated July 15, 2022 (“ Abridged Prospectus ”) prepared by JFL. The Abridged Prospectus will be circulated to the members of JAOL at the time of seeking their approval to the Scheme as part of the explanatory statement to the shareholder’s notice.

Based on the information, undertakings, certificates, confirmations and documents provided to us by JFL, we hereby confirm that the disclosures made in the Abridged Prospectus are true, fair and adequate to enable the investors to make a well informed decision as to the proposed Scheme and such disclosures are in accordance with the requirements of the Companies Act, 2013, SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable provisions / legal requirements.

The above confirmation is based on the information furnished and explanations provided to us by the management of JFL assuming the same is complete and accurate in all material aspects. We have relied upon financials, information and representations furnished to us on an as is basis and have not carried out an audit of such information. Our scope of work does not constitute an audit of financial information and accordingly we are unable to and do not express an opinion on the fairness of any such financial information referred to in the Abridged Prospectus. This certificate is based on the information as at July 15, 2022. This certificate is a specific purpose certificate issued in terms of the SEBI Circular and hence, it should not be used for any other purpose or transaction. The certificate is not, nor should it be construed to be, a certification of compliance of the Scheme with

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Continuation Sheet

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the provisions of the applicable Law including company, taxation and securities markets related laws or as regards to any legal implications or issues arising thereon, except for the purpose expressly mentioned herein.

We express no opinion whatsoever and make no recommendation at all as to JAOL’s underlying decision to effect the Scheme or as to how the holders of equity shares are secured or how the equity shareholders of JAOL should vote at their respective meetings held in connection with the proposed Scheme. We do not express and should not be deemed to have expressed any views on any other terms of the Scheme or its success. We also express no opinion, and accordingly, accept no responsibility for or as to the financial performance of JFL following the consummation of the Scheme. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders/ investors should buy, sell or hold any stake in JAOL or any of its related parties (holding company/ subsidiaries/ associates etc.)

For Saffron Capital Advisors Private Limited

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Amit Wagle Associate Director Equity Capital Markets

CIN No.: U67120MH2007PTC166711 SEBI Registration No: INM000011211 Website: www.saffronadvisor.com Email: info@saffronadvisor.com 124

����������

1. Name of Listed Entity: Jayant Agro Organics Limited

2. Scrip Code/Name of Scrip/Class of Security: JAYAGROGN

3. Share Holding Pattern Filed under: 31b

4. Share Holding Pattern as on : 30-Jun-2022 (Pre-Scheme Shareholding Pattern)

5. Declaration : The Listed entity is required to submit the following declaration to the extent of submission of information:-

5. Decla	ration: The Listed entity is required to submit the following declaration to the extent of submission of information:-
S. No.	Particulars	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	No
2	Whether the Listed Entity has issued any Convertible Securities?	No
3	Whether the Listed Entity has any shares against which depository receipts are issued?	No
4	Whether the Listed Entity has any shares in locked-in?	No
5	Whether any shares held by promoters are pledge or otherwise encumbered?	No
6	Whether the Listed Entity has issued any differential Voting Rights?	No
7	Whether the Listed Entity has issued any Warrants ?	No
8	Whether the listed entity has any significant beneficial owner?	Yes

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Number of equity shares held in dematerialized form (XIV) 19932990	Number of equity shares held in dematerialized form (XIV) 19932990	Number of equity shares held in dematerialized form (XIV) 19932990	8554580 0 0 0 28487570
Number of Shares pledged or otherwise encumbered (XIII)	As a % of total Shares held (b) 0 0
	No. (a) 0 0
Number of Locked in shares (XII)	As a % of total Shares held (b) 0 0 0 0 0 0
	No. (a) 0 0 0 0 0 0
Shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2) 66.44 33.56 0 100
No. of Shares Underlying Outstanding convertible securities (including Warrants) (X) 0 0 0 0 0 0
Number of Voting Rights held in each class of securities (IX)	Total as a % of (A+B+ C) 66.44 33.56 0 0 0 100
	No of Voting Rights	Total 19932990 10067010 0 0 0 30000000
		Class eg: y 0 0 0 0 0 0
		Class eg: X 19932990 10067010 0 0 0 30000000
Shareholding as a % of total no. of shares (calculated as per SCRR 1957) (VIII) As a % of (A+B+C2)		66.44 33.56 0 100
Total nos. shares held (VII) = (IV)+(V)+ (VI)		19932990 10067010 0 0 0 30000000
No. of shares underlying Depository Receipts (VI)		0 0 0 0 0 0
No. of Partly paid-up equity shares held (V)		0 0 0 0 0 0
No. of fully paid up equity shares held (IV)		19932990 10067010 0 0 0 30000000
Nos. of shareholders (III)		35 14517 0 0 0 14552
Category of shareholder (II)		Promoter & Promoter Group Public Non Promoter- Non Public Shares underlying DRs Shares held by Employee Trusts Total
Category (I)		A B C C1 C2

126

Number of equity shares held in dematerialized form (XIV) 0 1548990 295392 113448 92400 80000 80000 73200 70000 65600 64000 52000 52000 51000 50800 50000 45800 45200 44000 39000 35400 35000 25700 24800	Number of equity shares held in dematerialized form (XIV) 0 1548990 295392 113448 92400 80000 80000 73200 70000 65600 64000 52000 52000 51000 50800 50000 45800 45200 44000 39000 35400 35000 25700 24800	Number of equity shares held in dematerialized form (XIV) 0 1548990 295392 113448 92400 80000 80000 73200 70000 65600 64000 52000 52000 51000 50800 50000 45800 45200 44000 39000 35400 35000 25700 24800
Number of Shares pledged or otherwise encumbered (XIII)	As a % of total Shares held (b) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
	No. (a) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Number of Locked in shares (XII)	As a % of total Shares held (b) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
	No. (a) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2) 0 5.16 0.98 0.38 0.31 0.27 0.27 0.24 0.23 0.22 0.21 0.17 0.17 0.17 0.17 0.17 0.15 0.15 0.15 0.13 0.12 0.12 0.09 0.08
No. of Shares Underlying Outstanding convertible securities (including Warrants) (X) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Number of Voting Rights held in each class of securities (IX)	Total as a % of Total Voting rights 0 5.16 0.98 0.38 0.31 0.27 0.27 0.24 0.23 0.22 0.21 0.17 0.17 0.17 0.17 0.17 0.15 0.15 0.15 0.13 0.12 0.12 0.09 0.08
	No of Voting Rights	Total 0 1548990 295392 113448 92400 80000 80000 73200 70000 65600 64000 52000 52000 51000 50800 50000 45800 45200 44000 39000 35400 35000 25700 24800
		Class Y 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
		Class X 0 1548990 295392 113448 92400 80000 80000 73200 70000 65600 64000 52000 52000 51000 50800 50000 45800 45200 44000 39000 35400 35000 25700 24800
Sharehol ding % calculate d as per SCRR, 1957 As a % of (A+B+C2) (VIII) 0 5.16 0.98 0.38 0.31 0.27 0.27 0.24 0.23 0.22 0.21 0.17 0.17 0.17 0.17 0.17 0.15 0.15 0.15 0.13 0.12 0.12 0.09 0.08
Total nos. shares held (VII = IV+V+VI) 0 1548990 295392 113448 92400 80000 80000 73200 70000 65600 64000 52000 52000 51000 50800 50000 45800 45200 44000 39000 35400 35000 25700 24800
Nos. of shares underlying Depository Receipts (VI) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Partly paid-up equity shares Held (V) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
No. of fully paid up equity shares held (IV) 0 1548990 295392 113448 92400 80000 80000 73200 70000 65600 64000 52000 52000 51000 50800 50000 45800 45200 44000 39000 35400 35000 25700 24800
No. of shareholder (III) 0 33 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1
Category & Name of the Shareholders (I) Indian Individuals/Hindu undivided Family Aruna Jayraj Udeshi Mulraj Gokuldas Udeshi Hitesh Jayraj Udeshi Malti Mulraj Udeshi Mulraj Gokuldas Udeshi (HUF) Vithaldas Gokaldas Udeshi (HUF) Bharat M Udeshi Abhay Vithaldas Udeshi (HUF) Pushpa Vijaysinh Udeshi Dhruv V Udeshi Sudhir Vijaysinh Udeshi Hemant Vithaldas Udeshi (HUF) Jayraj Gokuldas Udeshi (HUF) Subhash Vithaldas Udeshi (HUF) Dhruti Subhash Udeshi Hemant Vithaldas Udeshi Sudhir Vijaysinh Udeshi (HUF) Lajwanti Hemant Udeshi Trupti Abhay Udeshi Subhash Vithaldas Udeshi Abhay Vithaldas Udeshi Vikram V Udeshi
1 a

127

13400 21000 7600 7600 4000 2600	2600 2600 1400 450 1000 0 0 18384000 18384000 18164000 220000 19932990 0 0 0 0 0 0 0 19932990
0 0 0 0 0 0	0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0	0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0	0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0	0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
0.04 0.07 0.03 0.03 0.01 0.01	0.01 0.01 0 0 0 0 0 61.28 61.28 60.55 0.73 66.44 0 0 0 0 0 0 0 66.44
0 0 0 0 0 0	0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
0.04 0.07 0.03 0.03 0.01 0.01	0.01 0.01 0 0 0 0 0 61.28 61.28 60.55 0.73 66.44 0 0 0 0 0 0 0 66.44
13400 21000 7600 7600 4000 2600	2600 2600 1400 450 1000 0 0 18384000 18384000 18164000 220000 19932990 0 0 0 0 0 0 0 19932990
0 0 0 0 0 0	0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
13400 21000 7600 7600 4000 2600	2600 2600 1400 450 1000 0 0 18384000 18384000 18164000 220000 19932990 0 0 0 0 0 0 0 19932990
0.04 0.07 0.03 0.03 0.01 0.01	0.01 0.01 0 0 0 0 0 61.28 61.28 60.55 0.73 66.44 0 0 0 0 0 0 0 66.44
13400 21000 7600 7600 4000 2600	2600 2600 1400 450 1000 0 0 18384000 18384000 18164000 220000 19932990 0 0 0 0 0 0 0 19932990
0 0 0 0 0 0	0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0	0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
13400 21000 7600 7600 4000 2600	2600 2600 1400 450 1000 0 0 18384000 18384000 18164000 220000 19932990 0 0 0 0 0 0 0 19932990
1 1 1 1 1 1	1 1 1 1 1 0 0 2 2 1 1 35 0 0 0 0 0 0 0 35
Bijal V Udeshi Neeta V Udeshi Dhayvat Hemant Udeshi Varun Abhay Udeshi Yatin V Udesh Aditi Subhash Udeshi	Jyotika Abhay Udeshi Priyanka Subhash Udeshi Sandeep Sudhir Udeshi Sanjhali Potdar Khushboo Sandeep Udeshi Central Government/ State Government(s) Financial Institutions/ Banks Any Other (specify) Bodies Corporate Jayant Finvest Limited Enlite Chemical Industries Ltd Sub-Total (A)(1) Foreign Individuals (Non- Resident Individuals/ Foreign Individuals) Government Institutions Foreign Portfolio Investor Any Other (specify) Sub-Total (A)(2) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)
	b c d 2 a b c d e

128

Number of equity shares held in dematerialized form (XIV) 0 0 0 11902 0 26578 800 0 0 0 39280 0 0 0 6711860 4885214 1826646 0	Number of equity shares held in dematerialized form (XIV) 0 0 0 11902 0 26578 800 0 0 0 39280 0 0 0 6711860 4885214 1826646 0	Number of equity shares held in dematerialized form (XIV) 0 0 0 11902 0 26578 800 0 0 0 39280 0 0 0 6711860 4885214 1826646 0
Number of Shares pledged or otherwise encumbered (XIII)	As a % of total Share s held
	No. (a)
Number of Locked in shares (XII)	As a % of total Shares held (b) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
	No. (a) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2) 0 0.02 0 0.04 0 0.09 0 0 0 0 0.15 0 0 0 23.39 17.3 6.09 0
No. of Shares Underlying Outstanding convertible securities	(including Warrants) (X) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Number of Voting Rights held in each class of securities (IX)	Total as	a % of Total Voting rights 0 0.02 0 0.04 0 0.09 0 0 0 0 0.15 0 0 0 23.39 17.3 6.09 0
	No of Voting Rights	Total 0 7200 0 11902 0 26578 800 0 0 0 46480 0 0 0 7017086 5190440 1826646 0
		Class Y 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
		Class X 0 7200 0 11902 0 26578 800 0 0 0 46480 0 0 0 7017086 5190440 1826646 0
Sharehol ding % calculate d as per SCRR, 1957 As a % of (A+B+C2) (VIII) 0 0.02 0 0.04 0 0.09 0 0 0 0 0.15 0 0 0 23.39 17.3 6.09 0
Total nos. shares held (VII = IV+V+VI) 0 7200 0 11902 0 26578 800 0 0 0 46480 0 0 0 7017086 5190440 1826646 0
Nos. of shares underlying Depository Receipts (VI) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Partly paid- up equity shares Held (V) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
No. of fully paid up equity shares held (IV) 0 7200 0 11902 0 26578 800 0 0 0 46480 0 0 0 7017086 5190440 1826646 0
No. of shareholde r (III) 0 2 0 1 0 3 1 0 0 0 7 0 0 0 13769 13750 19 0
Category & Name of the Shareholders (I) Institutions Mutual Funds/ Venture Capital Funds Alternate Investment Funds Foreign Venture Capital Investors Foreign Portfolio Investors Financial Institutions/ Banks Insurance Companies Provident Funds/ Pension Funds Any Other (specify) Sub-Total (B)(1) Central Government/ State Government(s)/ President of India Sub-Total (B)(2) Non-institutions Individuals - Individual shareholders holding nominal share capital up to Rs. 2 lakhs. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs. NBFCs registered with RBI
1 a b c d e f g h i 2 3 a i ii b

129

0 0 1803440 264143 6813 615899	369633 54741 405596 400166 453715	0 0 2533 8515300 8554580
0 0 0 0 0 0	0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0	0 0 0 0 0 0 0 0 0 0
0 0 10.01 0.88 0.02 2.05	1.23 0.18 1.35 1.33 1.51 4 4 0.01 33.4 33.56
0 0 0 0 0 0	0 0 0 0 0 0 0 0 0 0
0 0 10.01 0.88 0.02 2.05	1.23 0.18 1.35 1.33 1.51 4 4 0.01 33.4 33.56
0 0 3003444 264147 6813 615899	369633 54741 405596 400166 453715 1200000 1200000 2533 10020530 10067010
0 0 0 0 0 0	0 0 0 0 0 0 0 0 0 0
0 0 3003444 264147 6813 615899	369633 54741 405596 400166 453715 1200000 1200000 2533 10020530 10067010
0 0 10.01 0.88 0.02 2.05	1.23 0.18 1.35 1.33 1.51 4 4 0.01 33.4 33.56
0 0 3003444 264147 6813 615899	369633 54741 405596 400166 453715 1200000 1200000 2533 10020530 10067010
0 0 0 0 0 0	0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0	0 0 0 0 0 0 0 0 0 0
0 0 3003444 264147 6813 615899	369633 54741 405596 400166 453715 1200000 1200000 2533 10020530 10067010
0 0 741 99 21 368	1 1 4 1 246 1 1 1 14510 14517
Employee Trusts Overseas Depositories (holding DRs) (balancing figure) Any Other (specify) Bodies Corporate Clearing Members HUF	Girish Gulati HUF IEPF LLP T.P.Ostwal Info Advisor LLP Non-Resident Indian (NRI) Overseas Corporate Bodies Itoh Oil Chemicals Co Ltd Trusts Sub-Total (B)(3) Total Public Shareholding (B)= (B)(1)+(B)(2)+(B)(3)
c d e

130

Number of equity shares held in dematerializ ed form	(XIV) (Not Applicable) 0 0 0	(XIV) (Not Applicable) 0 0 0
Number of Shares pledged or otherwise encumbered (XIII)	As a % of total shares held (Not applicable)
	No. (Not applicable)
Number of Locked in shares (XII)	As a % of total Share s held 0 0 0
	No. 0 0 0
Total shareholdin g , as a % assuming full conversion	of convertible securities ( as a percentage of diluted share capital) (XI) 0
No. of Shares Underlying Outstanding convertible securities	(including Warrants) (X) 0 0 0
Number of Voting Rights held in each class of securities (IX)	Total as a % of Total Voting rights 0 0 0
	No of Voting Rights	Tot al 0 0 0
		Class Y 0 0 0
		Class X 0 0 0
Sharehol ding % calculate d as per SCRR, 1957	As a % of (A+B+C2) (VIII)	0
Total no. shares held (VII = IV+V+VI)		0 0 0
Nos. of shares underlying Depository Receipts (VI)		0 0 0
Partly paid-up equity shares held (V)		0 0 0
No. of fully paid up equity share s held (IV)		0 0 0
No. of shareh older (III)		0 0 0
Category & Name of the Shareholders (I)		Custodian/DR Holder Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations, 2014) Total Non-Promoter- Non Public Shareholding (C)= (C)(1)+(C)(2)
		1 2

131

Name Nationality Details of holding/ exercise of right of the SBO in the reporting company, whether direct or indirect* Date of creation / acquisition of significant beneficial interest Shares Voting rights Rights on distributable dividend or any other distribution Exercise of control Exercise of significant influence 1 Together and collectively held by Udeshi Family India 60.55 60.55 60.55 A Jayant Finvest Limited India 60.55 60.55 60.55 Yes Yes 30-Sep-2019 Table II- Unclaim Details	Name Nationality Details of holding/ exercise of right of the SBO in the reporting company, whether direct or indirect* Date of creation / acquisition of significant beneficial interest Shares Voting rights Rights on distributable dividend or any other distribution Exercise of control Exercise of significant influence 1 Together and collectively held by Udeshi Family India 60.55 60.55 60.55 A Jayant Finvest Limited India 60.55 60.55 60.55 Yes Yes 30-Sep-2019 Table II- Unclaim Details	Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.	No of share held	Table III- Unclaim Details	Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc. No. of shareholders No of share held Table III- Person in Concert	Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc. No. of shareholders No of share held Table III- Person in Concert
					Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.	No of share held
							Details of the shareholders acting aspersons in Concert including their Shareholding	Holding %
Date of creation / acquisition of significant beneficial interest 30-Sep-2019
Details of holding/ exercise of right of the SBO in the reporting company, whether direct or indirect*	Exercise of significant influence Yes
								No. of share
	Exercise of control Yes
						No. of shareholders
	Rights on distributable dividend or any other distribution 60.55 60.55
			No. of shareholders
								Name of PAC
	Voting rights 60.55 60.55
	Shares 60.55 60.55							Name of shareholder
Nationality	India India
Name	Together and collectively held by Udeshi Family Jayant Finvest Limited
	1 A

132

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1. Name of Listed Entity: Jayant Agro Organics Limited

2. Scrip Code/Name of Scrip/Class of Security: JAYAGROGN

3. Share Holding Pattern Filed under: 31b

4. Share Holding Pattern as on : Post scheme becoming effective

5. Declaration : The Listed entity is required to submit the following declaration to the extent of submission of information:-

5. Decla	ration: The Listed entity is required to submit the following declaration to the extent of submission of information:-
S. No.	Particulars	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	No
2	Whether the Listed Entity has issued any Convertible Securities?	No
3	Whether the Listed Entity has any shares against which depository receipts are issued?	No
4	Whether the Listed Entity has any shares in locked-in?	No
5	Whether any shares held by promoters are pledge or otherwise encumbered?	No
6	Whether the Listed Entity has issued any differential Voting Rights?	No
7	Whether the Listed Entity has issued any Warrants ?	No
8	Whether the listed entity has any significant beneficial owner?	Yes

133

Number of equity shares held in dematerialized form (XIV) 19932990	Number of equity shares held in dematerialized form (XIV) 19932990	Number of equity shares held in dematerialized form (XIV) 19932990	8554580 0 0 0 28487570
Number of Shares pledged or otherwise encumbered (XIII)	As a % of total Shares held (b) 0 0
	No. (a) 0 0
Number of Locked in shares (XII)	As a % of total Shares held (b) 0 0 0 0 0 0
	No. (a) 0 0 0 0 0 0
Shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2) 66.44 33.56 0 100
No. of Shares Underlying Outstanding convertible securities (including Warrants) (X) 0 0 0 0 0 0
Number of Voting Rights held in each class of securities (IX)	Total as a % of (A+B+ C) 66.44 33.56 0 0 0 100
	No of Voting Rights	Total 19932990 10067010 0 0 0 30000000
		Class eg: y 0 0 0 0 0 0
		Class eg: X 19932990 10067010 0 0 0 30000000
Shareholding as a % of total no. of shares (calculated as per SCRR 1957) (VIII) As a % of (A+B+C2)		66.44 33.56 0 100
Total nos. shares held (VII) = (IV)+(V)+ (VI)		19932990 10067010 0 0 0 30000000
No. of shares underlying Depository Receipts (VI)		0 0 0 0 0 0
No. of Partly paid-up equity shares held (V)		0 0 0 0 0 0
No. of fully paid up equity shares held (IV)		19932990 10067010 0 0 0 30000000
Nos. of shareholders (III)		35 14517 0 0 0 14553
Category of shareholder (II)		Promoter & Promoter Group Public Non Promoter- Non Public Shares underlying DRs Shares held by Employee Trusts Total
Category (I)		A B C C1 C2

134

Number of equity shares held in dematerialized form (XIV) 0 1703315 306286 113448 103293 90894 96340 83186 80893 65600 64000 60170 57447 51000 67140 50000	Number of equity shares held in dematerialized form (XIV) 0 1703315 306286 113448 103293 90894 96340 83186 80893 65600 64000 60170 57447 51000 67140 50000	Number of equity shares held in dematerialized form (XIV) 0 1703315 306286 113448 103293 90894 96340 83186 80893 65600 64000 60170 57447 51000 67140 50000	45800 55186 52170 39000 35400	44986 35686 32970
Number of Shares pledged or otherwise encumbered (XIII)	As a % of total Shares held (b) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0		0 0 0 0 0	0 0 0
	No. (a) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0		0 0 0 0 0	0 0 0
Number of Locked in shares (XII)	As a % of total Shares held (b) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0		0 0 0 0 0	0 0 0
	No. (a) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0			0 0 0
Shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2) 0 5.68 1.02 0.38 0.34 0.30 0.32 0.28 0.27 0.22 0.21 0.20 0.19 0.17 0.22 0.17 0.15 0.18 0.17 0.13 0.12 0.15 0.12 0.11
No. of Shares Underlying Outstanding convertible securities (including Warrants) (X) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Number of Voting Rights held in each class of securities (IX)	Total as a % of Total Voting rights 0 5.68 1.02 0.38 0.34 0.30 0.32 0.28 0.27 0.22 0.21 0.20 0.19 0.17 0.22 0.17 0.15 0.18 0.17 0.13 0.12 0.15 0.12 0.11
	No of Voting Rights	Total 0 1703315 306286 113448 103293 90894 96340 83186 80893 65600 64000 60170 57447 51000 67140 50000 45800 55186 52170 39000 35400 44986 35686 32970
		Class Y 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
		Class X 0 1703315 306286 113448 103293 90894 96340 83186 80893 65600 64000 60170 57447 51000 67140 50000 45800 55186 52170 39000 35400 44986 35686 32970
Sharehol ding % calculate d as per SCRR, 1957 As a % of (A+B+C2) (VIII) 0 5.68 1.02 0.38 0.34 0.30 0.32 0.28 0.27 0.22 0.21 0.20 0.19 0.17 0.22 0.17 0.15 0.18 0.17 0.13 0.12 0.15 0.12 0.11
Total nos. shares held (VII = IV+V+VI) 0 1703315 306286 113448 103293 90894 96340 83186 80893 65600 64000 60170 57447 51000 67140 50000 45800 55186 52170 39000 35400 44986 35686 32970
Nos. of shares underlying Depository Receipts (VI) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Partly paid-up equity shares Held (V) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
No. of fully paid up equity shares held (IV) 0 1703315 306286 113448 103293 90894 96340 83186 80893 65600 64000 60170 57447 51000 67140 50000 45800 55186 52170 39000 35400 44986 35686 32970
No. of shareholder (III) 0 33 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1
Category & Name of the Shareholders (I) Indian Individuals/Hindu undivided Family Aruna Jayraj Udeshi Mulraj Gokuldas Udeshi Hitesh Jayraj Udeshi Malti Mulraj Udeshi Mulraj Gokuldas Udeshi (HUF) Vithaldas Gokaldas Udeshi (HUF) Bharat M Udeshi Abhay Vithaldas Udeshi (HUF) Pushpa Vijaysinh Udeshi Dhruv V Udeshi Sudhir Vijaysinh Udeshi Hemant Vithaldas Udeshi (HUF) Jayraj Gokuldas Udeshi (HUF) Subhash Vithaldas Udeshi (HUF) Dhruti Subhash Udeshi Hemant Vithaldas Udeshi Sudhir Vijaysinh Udeshi (HUF) Lajwanti Hemant Udeshi Trupti Abhay Udeshi Subhash Vithaldas Udeshi Abhay Vithaldas Udeshi Vikram V Udeshi
1 a

135

13400 21000 7600 7600 12170 2600 2600 2600 1400 450 1000 0 0 18229675 220000 220000 18009675 18009675 19921990 0 0 0 0 0	0 0 19932990
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0	0 0 0
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0	0 0 0
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0	0 0 0
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0	0 0 0
0.04 0.07 0.03 0.03 0.04 0.01 0.01 0.01 0.00 0.00 0 0 0 60.76 0.73 0.73 60.03 60.03 66.44 0 0 0 0 0	0 0 66.44
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0	0 0 0
0.04 0.07 0.03 0.03 0.04 0.01 0.01 0.01 0.00 0.00 0 0 0 60.76 0.73 0.73 60.03 60.03 66.44 0 0 0 0 0	0 0 66.44
13400 21000 7600 7600 12170 2600 2600 2600 1400 450 1000 0 0 18229675 220000 220000 18009675 18009675 19921990 0 0 0 0 0	0 0 19932990
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0	0 0 0
13400 21000 7600 7600 12170 2600 2600 2600 1400 450 1000 0 0 18229675 220000 220000 18009675 18009675 19932990 0 0 0 0 0	0 0 19932990
0.04 0.07 0.03 0.03 0.04 0.01 0.01 0.01 0.00 0.00 0 0 0 60.76 0.73 0.73 60.03 60.03 66.44 0 0 0 0 0	0 0 66.44
13400 21000 7600 7600 12170 2600 2600 2600 1400 450 1000 0 0 18229675 220000 220000 18009675 18009675 19932990 0 0 0 0 0	0 0 19932990
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0	0 0 0
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0	0 0 0
13400 21000 7600 7600 12170 2600 2600 2600 1400 450 1000 0 0 18229675 220000 220000 18009675 18009675 19932990 0 0 0 0 0	0 0 19932990
1 1 1 1 1 1 1 1 1 1 1 0 0 2 1 1 1 1 35 0 0 0 0 0	0 0 35
Bijal V Udeshi Neeta V Udeshi Dhayvat Hemant Udeshi Varun Abhay Udeshi Yatin V Udesh Aditi Subhash Udeshi Jyotika Abhay Udeshi Priyanka Subhash Udeshi Sandeep Sudhir Udeshi Sanjhali Potdar Khushboo Sandeep Udeshi Central Government/ State Government(s) Financial Institutions/ Banks Any Other (specify) Bodies Corporate Enlite Chemical Industries Ltd Trust Mr. Jayraj G. Udeshi and Mr. Sudhir V. Udeshi on behalf of Udeshi Trust Sub-Total (A)(1) Foreign Individuals (Non- Resident Individuals/ Foreign Individuals) Government Institutions Foreign Portfolio Investor	Any Other (specify) Sub-Total (A)(2) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)
b c d 2 a b c d	e

136

Table III - Statement showing shareholding pattern of the Public shareholder	Number of equity shares held in dematerialized form (XIV) 0	Number of equity shares held in dematerialized form (XIV) 0	Number of equity shares held in dematerialized form (XIV) 0	0 0 11902 0 26578 800 0 0 0 39280	0 0 0 6711860 4885214 1826646
	Number of Shares pledged or otherwise encumbered (XIII)	As a % of total Share s held (b)
		No. (a)
	Number of Locked in shares (XII)	As a % of total Shares held (b) 0		0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
		No. (a) 0		0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
	Shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2) 0			0.02 0 0.04 0 0.09 0 0 0 0 0.15 0 0 0 23.39 17.3 6.09
	No. of Shares Underlying Outstanding convertible securities	(including Warrants) (X) 0		0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
	Number of Voting Rights held in each class of securities (IX)	Total as	a % of Total Voting rights 0	0.02 0 0.04 0 0.09 0 0 0 0 0.15 0 0 0 23.39 17.3 6.09
		No of Voting Rights	Total 0	7200 0 11902 0 26578 800 0 0 0 46480 0 0 0 7017086 5190440 1826646
			Class Y 0	0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
			Class X 0	7200 0 11902 0 26578 800 0 0 0 46480 0 0 0 7017086 5190440 1826646
	Sharehol ding % calculate d as per SCRR, 1957 As a % of (A+B+C2) (VIII) 0			0.02 0 0.04 0 0.09 0 0 0 0 0.15 0 0 0 23.39 17.3 6.09
	Total nos. shares held (VII = IV+V+VI) 0			7200 0 11902 0 26578 800 0 0 0 46480 0 0 0 7017086 5190440 1826646
	Nos. of shares underlying Depository Receipts (VI) 0			0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
	Partly paid- up equity shares Held (V) 0			0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
	No. of fully paid up equity shares held (IV) 0			7200 0 11902 0 26578 800 0 0 0 46480 0 0 0 7017086 5190440 1826646
	No. of shareholde r (III) 0			2 0 1 0 3 1 0 0 0 7 0 0 0 13769 13750 19
	Category & Name of the Shareholders (I) Institutions			Mutual Funds/ Venture Capital Funds Alternate Investment Funds Foreign Venture Capital Investors Foreign Portfolio Investors Financial Institutions/ Banks Insurance Companies Provident Funds/ Pension Funds Any Other (specify) Sub-Total (B)(1) Central Government/ State Government(s)/ President of India Sub-Total (B)(2) Non-institutions Individuals - Individual shareholders holding nominal share capital up to Rs. 2 lakhs. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs.
	1			a b c d e f g h i 2 3 a i ii

137

0 0 0 1803440 264143 6813 615899 369633 54741	405596 400166 453715 0 0 2533 8515300 8554580
0 0 0 0 0 0 0 0 0	0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0	0 0 0 0 0 0 0 0
0 0 0 10.01 0.88 0.02 2.05 1.23 0.18	1.35 1.33 1.51 4 4 0.01 33.4 33.56
0 0 0 0 0 0 0 0 0	0 0 0 0 0 0 0 0
0 0 0 10.01 0.88 0.02 2.05 1.23 0.18	1.35 1.33 1.51 4 4 0.01 33.4 33.56
0 0 0 3003444 264147 6813 615899 369633 54741	405596 400166 453715 1200000 1200000 2533 10020530 10067010
0 0 0 0 0 0 0 0 0	0 0 0 0 0 0 0 0
0 0 0 3003444 264147 6813 615899 369633 54741	405596 400166 453715 1200000 1200000 2533 10020530 10067010
0 0 0 10.01 0.88 0.02 2.05 1.23 0.18	1.35 1.33 1.51 4 4 0.01 33.4 33.56
0 0 0 3003444 264147 6813 615899 369633 54741	405596 400166 453715 1200000 1200000 2533 10020530 10067010
0 0 0 0 0 0 0 0 0	0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0	0 0 0 0 0 0 0 0
0 0 0 3003444 264147 6813 615899 369633 54741	405596 400166 453715 1200000 1200000 2533 10020530 10067010
0 0 0 741 99 21 368 1 1	4 1 246 1 1 1 14510 14517
NBFCs registered with RBI Employee Trusts Overseas Depositories (holding DRs) (balancing figure) Any Other (specify) Bodies Corporate Clearing Members HUF Girish Gulati HUF IEPF	LLP T.P.Ostwal Info Advisor LLP Non-Resident Indian (NRI) Overseas Corporate Bodies Itoh Oil Chemicals Co Ltd Trusts Sub-Total (B)(3) Total Public Shareholding (B)= (B)(1)+(B)(2)+(B)(3)
b c d e

138

Number of equity shares held in dematerializ ed form	(XIV) (Not Applicable) 0 0 0	(XIV) (Not Applicable) 0 0 0
Number of Shares pledged or otherwise encumbered (XIII)	As a % of total shares held (Not applicable)
	No. (Not applicable)
Number of Locked in shares (XII)	As a % of total Share s held 0 0 0
	No. 0 0 0
Total shareholdin g , as a % assuming full conversion	of convertible securities ( as a percentage of diluted share capital) (XI) 0
No. of Shares Underlying Outstanding convertible securities	(including Warrants) (X) 0 0 0
Number of Voting Rights held in each class of securities (IX)	Total as a % of Total Voting rights 0 0 0
	No of Voting Rights	Tot al 0 0 0
		Class Y 0 0 0
		Class X 0 0 0
Sharehol ding % calculate d as per SCRR, 1957	As a % of (A+B+C2) (VIII)	0
Total no. shares held (VII = IV+V+VI)		0 0 0
Nos. of shares underlying Depository Receipts (VI)		0 0 0
Partly paid-up equity shares held (V)		0 0 0
No. of fully paid up equity share s held (IV)		0 0 0
No. of shareh older (III)		0 0 0
PAN (II)
Category & Name of the Shareholders (I)		Custodian/DR Holder Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations, 2014) Total Non-Promoter- Non Public Shareholding (C)= (C)(1)+(C)(2)
		1 2

139

Name Nationality Details of holding/ exercise of right of the SBO in the reporting company, whether direct or indirect* Date of creation / acquisition of significant beneficial interest Shares Voting rights Rights on distributable dividend or any other distribution Exercise of control Exercise of significant influence 1 Together and collectively held by Udeshi Family India 60.55 60.55 60.55 A Jayant Finvest LimitedIndia 60.55 60.55 60.55 Yes Yes 30-Sep-2019 Table II- Unclaim Details	Name Nationality Details of holding/ exercise of right of the SBO in the reporting company, whether direct or indirect* Date of creation / acquisition of significant beneficial interest Shares Voting rights Rights on distributable dividend or any other distribution Exercise of control Exercise of significant influence 1 Together and collectively held by Udeshi Family India 60.55 60.55 60.55 A Jayant Finvest LimitedIndia 60.55 60.55 60.55 Yes Yes 30-Sep-2019 Table II- Unclaim Details	Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.	No of share held	Table III- Unclaim Details	Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc. No. of shareholders No of share held Table III- Person in Concert	Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc. No. of shareholders No of share held Table III- Person in Concert
					Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.	No of share held
							Details of the shareholders acting aspersons in Concert including their Shareholding	Holding %
Date of creation / acquisition of significant beneficial interest 30-Sep-2019
Details of holding/ exercise of right of the SBO in the reporting company, whether direct or indirect*	Exercise of significant influence Yes
								No. of share
	Exercise of control Yes
						No. of shareholders
	Rights on distributable dividend or any other distribution 60.55 60.55
			No. of shareholders
								Name of PAC
	Voting rights 60.55 60.55
	Shares 60.55 60.55							Name of shareholder
Nationality	India India
Name	Together and collectively held by Udeshi Family Jayant Finvest Limited
	1 A

140

����������

JAYANT AGRO-ORGANICS LIMITED

MANUFACTURERS & EXPORTERS OF CASTOR OIL & ITS PRODUCTS CIN. L24100MH1992PLC066691

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REGD. OFFICE : 701, TOWER ‘A’ PENINSULA BUSINESS PARK, SENAPATI BAPAT MARG, LOWER PAREL(W) MUMBAI 400 013 INDIA TEL.: +91 22 4027 1300 FAX: +91 22 4027 1399 EMAIL: info@jayantagro.com Website: www.jayantagro.com

AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER/YEAR ENDED 31[st] MARCH 2022

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(₹ in lakhs)
Quarter Ended Year Ended
Sr.
Particulars Audited Unaudited Audited Audited Audited
No.
31.03.2022 31.12.2021 31.03.2021 31.03.2022 31.03.2021
1 Income
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						(₹ in lakhs)	(₹ in lakhs)
Sr. No.		Particulars	Quarter Ended			Year Ended
			Audited	Unaudited	Audited	Audited	Audited
			31.03.2022	31.12.2021	31.03.2021	31.03.2022	31.03.2021
1		Income
2 3 4 5 6 7 8 9 10 11 12	a b a b c d e f g a b a b	Revenue from Operations Other Income Total income Expenses Cost of Material consumed Purchase of stock-in-trade Employees benefit expenses Finance cost Depreciation and amortisation expenses Other expenses Total expenses Profit/(Loss) from before exceptional items (1-2) Exceptional items Net Profit/(Loss) before tax (3+4) Tax expenses Current tax Deferred tax Total tax expense Net Profit/(Loss) after tax (5-6) Other comprehensive income (OCI) Total comprehensive income (7+8) Paid up equity share capital (face value of share ₹ 5 each) Other equity Earning per share (EPS) of ₹ 5 each (not annualised) Basic EPS in ₹ DilutedEPSin ₹ Changes of inventories of finished goods, work-in- progress and stock in trade	29,833.29 94.03	27,907.65 37.55	21,405.54 68.75	1,08,687.41 219.73	67,581.84 195.90
			29,927.32 21,051.48 1,347.40 (1,280.15) 869.21 63.42 253.63 4,790.85	27,945.20 19,696.69 1,129.25 (970.34) 786.08 42.47 225.36 4,424.55	21,474.29 14,324.89 807.10 254.30 592.35 98.08 238.80 2,593.60	1,08,907.14 75,704.55 4,209.54 (2,505.62) 3,271.49 294.61 934.18 16,642.92	67,777.74 46,554.47 2,230.58 (756.40) 2,844.53 521.42 928.65 10,960.74
			27,095.84 2,831.48 -	25,334.06 2,611.14 -	18,909.11 2,565.18 -	98,551.67 10,355.47 -	63,283.98 4,493.76 -
			2,831.48 686.20 8.64	2,611.14 685.00 0.37	2,565.18 582.00 40.29	10,355.47 2,186.20 469.08	4,493.76 582.00 551.64
			694.84 2,136.64 (67.37)	685.37 1,925.77 53.59	622.29 1,942.89 (126.83)	2,655.28 7,700.19 (11.52)	1,133.64 3,360.12 503.13
			2,069.27 1,500.00 7.12 7.12	1,979.36 1,500.00 6.42 6.42	1,816.06 1,500.00 6.48 6.48	7,688.67 1,500.00 37,165.14 25.67 25.67	3,863.25 1,500.00 29,776.47 11.20 11.20
See accompanying notes to the financial results

Notes to the standalone audited financial results:

• 1 The audited standalone financial results of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of Companies Act, 2013 ('The Act') read with the relevant rules thereunder and in terms of Regulation 33 of the Securities and Exchange Board of India ('SEBI') (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• 2 The above results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on May 30, 2022. The Statutory Auditors of the Company have issued audit reports with unmodified opinion on the above results.

• 3 The Board has recommended a dividend of ₹ 3 /- per share on equity shares of ₹ 5 /- each (60 %) subject to approval of members of the Company at the forthcoming Annual General Meeting.

• 4 The figures for the quarter ended March 31, 2022 and March 31, 2021 are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures up to the third quarter.

• 5 The company has identified Castor Oil based derivative business as its only primary reportable segment in accordance with the requirement of Ind AS 108, 'Operating Segments'. Accordingly, no separate segment information has been provided.

• 6 Figures for the previous periods have been regrouped/re-classified wherever necessary to make them comparable.

����

Abhay V. Udeshi Chairman

Place: Mumbai Date: 30[th] May, 2022

(DIN No. 00355598)

141

JAYANT AGRO-ORGANICS LIMITED MANUFACTURERS & EXPORTERS OF CASTOR OIL & ITS PRODUCTS CIN. L24100MH1992PLC066691

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REGD. OFFICE : 701, TOWER ‘A’ PENINSULA BUSINESS PARK, SENAPATI BAPAT MARG, LOWER PAREL(W) MUMBAI 400 013 INDIA TEL.: +91 22 4027 1300 FAX: +91 22 4027 1399 EMAIL: info@jayantagro.com Website: www.jayantagro.com

AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER/YEAR ENDED 31[st] MARCH 2022

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(₹ in lakhs)
Quarter Ended Year Ended
Sr.
Particulars Audited Unaudited Audited Audited Audited
No.
31.03.2022 31.12.2021 31.03.2021 31.03.2022 31.03.2021
1 Income
a Revenue from Operations 59,324.97 71,265.73 48,420.13 2,58,934.41 1,63,885.32
b Other Income 78.46 14.82 46.05 138.10 136.57
Total income 59,403.43 71,280.55 48,466.18 2,59,072.51 1,64,021.89
2 Expenses
a Cost of Material consumed 45,860.46 49,784.31 33,750.31 1,86,362.44 1,14,955.49
b Purchase of stock-in-trade 3,730.38 5,300.65 5,699.30 36,539.02 20,716.45
c Changes of inventories of finished goods, work-in-progress
and stock in trade (683.27) 5,391.64 155.36 (6,549.78) (1,759.32)
d Employees benefit expenses 1,251.60 1,147.52 855.16 4,738.22 4,098.48
e Finance cost 251.35 323.58 345.32 1,571.48 1,441.42
f Depreciation and amortisation expenses 369.35 331.05 347.03 1,365.09 1,348.74
g Other expenses 5,291.20 5,912.42 4,033.16 22,648.78 16,164.50
Total expenses 56,071.07 68,191.17 45,185.65 2,46,675.25 1,56,965.77
3 Profit/(Loss) from before exceptional items (1-2) 3,332.36 3,089.38 3,280.53 12,397.26 7,056.12
4 Exceptional items - - - - -
5 Net Profit/(Loss) before tax (3+4) 3,332.36 3,089.38 3,280.53 12,397.26 7,056.12
6 Tax expenses
a Current tax 815.43 800.24 806.72 2,726.39 810.59
b Deferred tax 8.93 15.03 53.81 462.58 1,019.56
Total tax expense 824.36 815.27 860.53 3,188.97 1,830.15
7 Net Profit/(Loss) after tax (5-6) 2,508.00 2,274.11 2,420.00 9,208.29 5,225.97
8 Share of profit/(loss) of joint ventures/associates (net) 19.00 9.31 10.36 30.46 38.08
9 Net Profit/(Loss) after tax and share in profit/(loss) of
joint ventures/ associates (7+8) (PAT) 2,527.00 2,283.42 2,430.36 9,238.75 5,264.05
Attributed to:
a Owners of the Company 2,433.02 2,195.08 2,310.38 8,858.15 4,799.42
b Non-controlling interests 93.98 88.34 119.98 380.60 464.63
10 Other comprehensive income (OCI) 1.78 65.70 (193.18) 18.51 792.42
11 Total comprehensive income (9+10) 2,528.78 2,349.12 2,237.18 9,257.26 6,056.47
Attributed to:
a Owners of the Company 2,417.57 2,257.77 2,133.71 8,869.18 5,519.80
b Non-controlling interests 111.21 91.35 103.47 388.08 536.67
12 Paid up equity share capital (face value of share ₹ 5 each) 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
13 Other equity 45,136.90 36,567.71
14 Earning per share (EPS) of ₹ 5 each (not annualised)
a Basic EPS in ₹ 8.11 7.32 7.70 29.53 16.00
b Diluted EPS in ₹ 8.11 7.32 7.70 29.53 16.00
See accompanying notes to the financial results
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Notes to the consolidated audited financial results:

• 1 The audited consolidated financial results of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of Companies Act, 2013 ('The Act') read with the relevant rules thereunder and in terms of Regulation 33 of the Securities and Exchange Board of India ('SEBI') (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• 2 The above results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on May 30, 2022. The Statutory Auditors of the Company have issued audit reports with unmodified opinion on the above results.

• 3 The Board has recommended a dividend of ₹ 3 /- per share on equity shares of ₹ 5 /- each (60 %) subject to approval of members of the Company at the forthcoming Annual General Meeting.

• 4 The figures for the quarter ended March 31, 2022 and March 31, 2021 are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures up to the third quarter.

• 5 Figures for the previous periods have been regrouped/re-classified wherever necessary to make them comparable.

����

Abhay V. Udeshi Chairman (DIN No. 00355598)

Place: Mumbai Date: 30[th] May, 2022

142

JAYANT AGRO-ORGANICS LIMITED MANUFACTURERS & EXPORTERS OF CASTOR OIL & ITS PRODUCTS CIN. L24100MH1992PLC066691

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REGD. OFFICE : 701, TOWER ‘A’ PENINSULA BUSINESS PARK, SENAPATI BAPAT MARG, LOWER PAREL(W) MUMBAI 400 013 INDIA TEL.: +91 22 4027 1300 FAX: +91 22 4027 1399 EMAIL: info@jayantagro.com Website: www.jayantagro.com

AUDITED STATEMENT OF ASSETS & LIABILITIES

AUDITED STATEMENT OF ASSETS & LIABILITIES
	(₹ in lakhs)
Particulars	STANDALONE		CONSOLIDATED
	As at 31st March 2022	As at 31st March 2021	As at 31st March 2022	As at 31st March 2021
	(Audited)	(Audited)	(Audited)	(Audited)
ASSETS Non-Current Assets Property, plant and equipment Right to use of asset Intangible assets Capital work-in-progress Financial assets Investments Loans Other financial assets Income tax assets (net) Other non-current assets Current Assets Inventories Financial Assets Trade Receivables Cash and Cash Equivalents Loans Other financial assets Other Current Assets	16,961.02 37.47 - 1,088.22 1,601.15 6.95 641.99 870.98 49.41 11,576.15 10,578.12 1,492.23 8.17 192.03 2,835.40	16,041.97 23.19 0.69 1,897.18 1,541.15 6.06 491.96 882.71 24.64 10,481.84 9,202.87 230.78 5.04 239.23 915.09	22,589.00 165.36 - 1,223.62 1,096.95 8.01 668.33 1,052.02 278.87 31,164.32 14,465.82 1,870.37 9.41 246.95 3,650.69	21,383.62 273.90 0.69 1,923.21 1,066.49 7.48 512.56 1,009.10 279.18 21,572.83 15,740.57 646.10 6.53 295.70 3,041.46
Total Assets	47,939.30	41,984.38	78,489.71	67,759.42
EQUITY AND LIABILITIES Equity Equity Share Capital Other Equity Minority Interest Liabilities Non-Current Liabilities Financial Liabilities Borrowings Lease Rent Liabilities Other Financial Liabilities Provisions Deferred Tax Liabilities (Net) Current Liabilities Financial Liabilities Borrowings Lease Rent Liabilities Trade Payables (i) Total Outstanding Dues of Micro Enterprises and Small Enterprises (ii) Total Outstanding Dues of Creditors other than micro Enterprises and Small Enterprises Other Financial Liabilities Other Current Liabilities Current Tax Liabilities(net) Provisions	1,500.00 37,165.14 267.40 21.90 14.35 260.54 2,094.22 2,862.93 20.32 572.32 1,990.31 585.03 223.14 160.47 201.23	1,500.00 29,776.47 727.05 - 14.32 323.14 1,605.86 4,827.84 25.72 300.68 1,779.64 362.04 184.66 340.11 216.86	1,500.00 45,136.90 2,834.06 267.40 21.90 14.35 449.75 2,883.90 14,427.12 177.47 2,650.89 6,366.12 770.25 514.96 160.47 314.17	1,500.00 36,567.71 2,445.98 727.05 150.82 14.32 513.77 2,403.77 15,517.59 158.44 2,166.86 4,043.23 559.26 331.42 340.19 319.02
Total Equity and Liabilities	47,939.30	41,984.38	78,489.71	67,759.42

143

JAYANT AGRO-ORGANICS LIMITED MANUFACTURERS & EXPORTERS OF CASTOR OIL & ITS PRODUCTS CIN. L24100MH1992PLC066691

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REGD. OFFICE : 701, TOWER ‘A’ PENINSULA BUSINESS PARK, SENAPATI BAPAT MARG, LOWER PAREL(W) MUMBAI 400 013 INDIA TEL.: +91 22 4027 1300 FAX: +91 22 4027 1399 EMAIL: info@jayantagro.com Website: www.jayantagro.com

AUDITED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2022

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(₹ in lakhs)
Standalone Consolidated
Particulars 31.03.2022 31.03.2021 31.03.2022 31.03.2021
(Audited) (Audited) (Audited) (Audited)
A Cash Flow from Operating Activities
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	Particulars	Standalone	Standalone	Consolidated	Consolidated
		31.03.2022	31.03.2021	31.03.2022	31.03.2021
		(Audited)	(Audited)	(Audited)	(Audited)
	Cash Flow from Operating Activities
B **C **	Net Profit Before Tax Adjustments for : Depreciation & Amortisation Expense Gain on Fair Valuation of Investments Provision for Doubtful Debts IND AS Adjustments Loss/(Profit) on Sale of Investments Loss/(Profit) on Sale of Assets Interest Received Dividend Received Interest Paid Operating Profit before Working Capital Changes Adjusted for : (Increase)/Decrease In Inventories (Increase)/Decrease In Trade Receivables (Increase)/Decrease In Current Loan (Increase)/Decrease In Non Current Loan (Increase)/Decrease In Other Current Financials Assets (Increase)/Decrease In Other Non Current Financials Assets (Increase)/Decrease In Other Current Assets (Increase)/Decrease In Other Non Current Assets Increase/(Decrease) In Trade Payables Increase/(Decrease) In Other Financial Liabilities Increase/(Decrease) In Other Non Current Financial Liabilitie Increase/(Decrease) In Non Current Provision Increase/(Decrease) In Current Provision Increase/(Decrease) In Other Current Liabilities Cash Generated from Operation Less:Taxes Paid Net Cash from Operating Activities Cash Flow from Investing Activities Purchase of Fixed Assets Sale of Fixed Assets Purchase of Investment Sale of Investment Dividend Received Interest Received Net Cash from /(used in) Investing Activities Cash Flow from Financing Activities Borrowings Dividend Paid Lease Rent Liability Interest Paid Net Cash from/(used in) Financing Activities Net Increase/(Decrease) in Cash Equivalents Cash & Cash equivalent At the beginning of the year At the end of theyear	10,355.47 934.18 - - 3.67 (1.86) (2.17) (8.90) (0.25) 294.61	4,493.76 928.65 - 1,958.43 - - (1.89) (31.63) (0.25) 521.42	12,427.72 1,365.09 (30.46) - 3.67 (1.86) (2.17) (15.25) (0.25) 1,571.48	7,094.20 1,348.74 (38.08) 1,958.43 - - (0.40) (38.07) (0.25) 1,441.42
		11,574.74	7,868.48	15,317.96	11,765.98
		(1,094.32) (1,375.25) (3.14) (0.89) 34.32 (150.03) (1,921.10) (24.77) 482.31 167.78 s 0.03 14.04 (15.63) 38.48	(1,421.48) (2,292.06) (1.10) 1.36 361.08 94.18 701.26 211.80 (47.05) (820.79) 4.61 10.52 3.33 24.23	(9,591.49) 1,274.75 (2.89) (0.53) 52.73 (155.77) (617.04) 0.31 2,806.92 181.13 0.03 5.73 (4.85) 183.54	(6,497.60) (1,865.27) 0.76 3.90 309.72 94.24 (5.36) 172.04 1,814.32 (1,296.64) 4.61 2.86 (8.36) 29.48
		7,726.58 (2,354.11)	4,698.35 (280.83)	9,450.55 (2,949.02)	4,524.67 (512.01)
		5,372.47 (1,064.35) 5.00 (60.00) 1.86 0.25 8.90	4,417.52 (549.09) 3.35 - - 0.25 31.63	6,501.52 (1,768.14) 5.00 - 1.86 0.25 15.25	4,012.67 (637.77) 12.95 - - 0.25 38.07
		(1,108.34)	(513.85)	(1,745.78)	(586.50)
		(2,424.56) (300.00) 16.50 (294.61)	(3,704.78) - (46.37) (521.42)	(1,550.12) (300.00) (109.88) (1,571.48)	(1,952.46) - (171.08) (1,441.42)
		(3,002.67)	(4,272.56)	(3,531.48)	(3,564.96)
		1,261.46 230.78 1,492.24	(368.89) 599.67 230.78	1,224.27 646.10 1,870.37	(138.80) 784.90 646.10

144

JAYANT AGRO-ORGANICS LIMITED MANUFACTURERS & EXPORTERS OF CASTOR OIL & ITS PRODUCTS

CIN. L24100MH1992PLC066691

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REGD. OFFICE : 701, TOWER ‘A’ PENINSULA BUSINESS PARK, SENAPATI BAPAT MARG, LOWER PAREL(W) MUMBAI 400 013 INDIA TEL.: +91 22 4027 1300 FAX: +91 22 4027 1399 EMAIL: info@jayantagro.com Website: www.jayantagro.com

AUDITED CONSOLIDATED SEGMENT INFORMATION FOR THE QUARTER/YEAR ENDED 31ST MARCH, 2022

		(₹ in lakhs)	(₹ in lakhs)	(₹ in lakhs)	(₹ in lakhs)	(₹ in lakhs)
Sr. No.	Particulars	Quarter Ended			Year Ended
		Audited	Unaudited	Audited	Audited	Audited
		31.03.2022	31.12.2021	31.03.2021	31.03.2022	31.03.2021
1 2 3 1 2 3 1 2 3 1 2 3	Gross Segment Revenue Castor Oil Castor Oil Derivatives Power Generation Revenue From Operations Segment Results Castor Oil Castor Oil Derivatives Power Generation Total Segment Results Add: Unallocable income Interest Income Less: Finance Cost Profit Before Tax Segment Assets Castor Oil Castor Oil Derivatives Power Generation Total Segment Assets Add: Unallocable corporate assets Total Assets Segment Liabilities Castor Oil Castor Oil Derivatives Power Generation Total Segment Liabilities Add: Unallocable corporate liabilities Total Liabilities	29,801.05 29,443.30 80.62	43,627.45 27,584.10 54.18	27,422.72 20,930.27 67.14	1,51,190.33 1,07,431.21 312.87	98,438.78 65,206.80 239.74
		59,324.97 694.20 2,844.60 39.30	71,265.73 771.54 2,618.34 17.04	48,420.13 981.28 2,585.11 26.45	2,58,934.41 3,334.22 10,459.08 159.94	1,63,885.32 3,495.88 4,872.87 90.71
		3,578.10 0.25 5.36 251.35	3,406.92 - 6.04 323.58	3,592.84 - 33.01 345.32	13,953.24 0.25 15.25 1,571.48	8,459.46 - 38.08 1,441.42
		3,332.36 32,314.95 42,822.55 604.31	3,089.38 31,348.77 41,535.77 634.06	3,280.53 26,010.63 37,763.92 672.88	12,397.26 32,314.95 42,822.55 604.31	7,056.12 26,010.63 37,763.92 672.88
		75,741.81 2,747.90	73,518.60 2,698.58	64,447.44 2,822.99	75,741.81 2,747.90	64,447.44 2,822.99
		78,489.71 19,607.11 8,915.60 -	76,217.18 20,567.48 8,266.46 -	67,270.43 16,788.91 9,138.51 -	78,489.71 19,607.11 8,915.60 -	67,270.43 16,788.91 9,138.51 -
		28,522.71 3,330.11	28,833.94 3,265.97	25,927.41 3,275.30	28,522.71 3,330.11	25,927.41 3,275.30
		31,852.82	32,099.91	29,202.72	31,852.82	29,202.72
Notes:

• 1 The Company has reported segment as per Indian Accounting Standard 108 'Operating Segments' (Ind AS 108) read with SEBI's circular dated July 5, 2016. The identification of operating segments is consistent with performance assessment and resource allocation by the management.

• 2 Segment composition: Oil segment comprises of manufacturing and exports of various grades of Castor Oil, Derivative segment comprises of manufacturing and exports of various grades of value added products based on castor oil and Power segment comprises of generation of power through wind energy.

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Place: Mumbai Date: 30[th] May, 2022

Abhay V. Udeshi Chairman (DIN No. 00355598)

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