Jayant Agro-Organics Limited. — Proxy Solicitation & Information Statement 2024

Feb 19, 2024

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

February 19, 2024

Corporate Relations Department The Market Operations Department BSE Limited National Stock Exchange of India Limited 1[st] Floor, New Trading Wing Exchange Plaza, 5[th] Floor, Plot No C/1, Rotunda Building, P J Towers G Block, Bandra-Kurla Complex Dalal Street, Fort, Mumbai 400 001 Bandra (E), Mumbai 400 051 Fax Nos : 22723121 / 22722041 Fax Nos : 26598237 / 38 Code No. 524330 Code :- JAYAGROGN

Dear Sir / Madam,

Sub: Postal Ballot Notice - Disclosure under Regulation 30 of SEBI (LODR) Regulations, 2015

Further to the outcome of meeting of the Board of Directors of Jayant Agro-Organics Limited (“the Company”) dated February 10, 2024, please find enclosed herewith copy of the postal ballot notice dated February 10, 2024, to seek approval of the shareholders for the following Ordinary Resolution:

Item No. Description of Ordinary Resolution 1. Approval of Material Related Party Transaction proposed to be entered into between the Company and Ihsedu Agrochem Private Limited for the financial year 2024-25

In accordance with the relevant circulars issued by Ministry of Corporate Affairs, the Notice is being sent only through electronic mode to all the members of the Company who have registered their email addresses with the Company/ Depositories and whose names appear in the Register of Members of the Company and/ or in the Register of Beneficial Owners maintained by the Depositories as on as on the Cutoff date i.e. Friday, February 9, 2024.

The Company has engaged the services of Link Intime India Private Limited, its Registrar and Share Transfer Agent (‘Link Intime’), for the purpose of providing e-voting facility to the members. The remote e-voting shall commence from 9:00 a.m. (IST) on Tuesday, February 20, 2024 and ends at 5:00 p.m. (IST) on Wednesday, March 20, 2024. The remote e-voting module shall be disabled by Link Intime thereafter.

In accordance with the applicable law, the results of the Postal Ballot along with the scrutinizers report will be announced within 2 (‘two’) working days from conclusion of the e-voting period.

Notice will also be available on the website of the Company at www.jayantagro.com and on the website of

Link lntime i.e. https://instavote.linkintime.co.in.

We request you to kindly take the above on record and oblige.

Thanking you,

Yours faithfully, For Jayant Agro-Organics Limited

Dinesh Digitally signed by Dinesh Mathuradas Mathuradas Kapadia Date: 2024.02.19 Kapadia 19:24:04 +05'30' Dinesh M. Kapadia Company Secretary & Compliance Officer

Encl.: As above

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Registered. Office : 701, Tower ‘A’, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013. Website : - www.jayantagro.com Tel :-+91-22-40271300 Fax : - +91-22-40271399 Email : investors@jayantagro.com CIN: L24100MH1992PLC066691

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended]

Dear Members,

Notice is hereby given pursuant to Section 108, 110 of the Companies Act, 2013 (‘the Act’) and other applicable provisions, if any, of the Act read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification or reenactment thereof for the time being in force), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, 22/2020 dated 15[th] June, 2020, 33/2020 dated 28[th] September, 2020, 39/2020 dated 31[st] December, 2020, 10/2021 dated 23[rd] June, 2021, 20/2021 dated 8[th] December, 2021, 3/2022 dated 5[th] May, 2022, 11/2022 dated 28[th] December, 2022 and 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India ('MCA Circulars’) and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’), as amended from time to time, an Ordinary Resolution as set out hereunder for Material Related Party Transaction proposed to be entered into between the Jayant Agro-Organics Limited (‘the Company’) and Ihsedu Agrochem Private Limited (‘IAPL’) for the financial year 2024-25 i.e. April 01, 2024 to March 31, 2025 (‘Relevant Period’) is proposed to passed through Postal Ballot by voting through electronic means (‘remote e-voting/e-voting’).

The Explanatory Statement pursuant to Section 102 and Section 110 of the Act, pertaining to the aforesaid Resolution setting out the material facts concerning the item and the reasons thereof is annexed hereto for your consideration. The said notice is placed on the website of the Company at www.jayantagro.com.

In compliance with the Regulation 44 of the Listing Regulation and pursuant to the provisions of Section 108 and 110 of the Act read with Rules framed thereunder and MCA Circulars, the manner of voting on the proposed resolution is restricted only to remote e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to this Notice.

The Board of Directors vide resolution dated February 10, 2024, has appointed Mr. Dhrumil M. Shah of M/s Dhrumil M. Shah & Co. LLP, Practising Company Secretary as the Scrutinizer for conducting the Postal Ballot and e-voting process in a fair and transparent manner.

Members are requested to carefully read the instructions mentioned under the head 'Information and Instructions for e-voting' in this Notice and record their assent (‘FOR’) or dissent (‘AGAINST’) on the proposed resolution through the remote e-voting process not later than 5:00 p.m. (IST) on Wednesday, March 20, 2024, failing which it will be considered that no reply has been received from the Member.

The Company has engaged the services of Link Intime India Private Limited (‘Link Intime’) for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. In accordance with the MCA Circulars, the Company has made necessary arrangements with Link Intime India Private Limited, Registrar and Share Transfer Agent (‘RTA’) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in the Notice. The postal ballot/e-voting results will be submitted within 2 (‘two’) working days from conclusion of the e-voting period to the stock exchanges in accordance with the Listing Regulations.

The Scrutinizer will submit his report to the Chairman or in his absence to the Managing Director or to the Whole-time Directors or to the Company Secretary of the Company after completion of the scrutiny of the e- voting. The results of the Postal Ballot along with the Scrutinizer's Report will also be displayed on the website of the Company at www.jayantagro.com, on the website of RTA at https://instavote.linkintime.co.in and shall also be displayed at the Registered Office of the Company while simultaneously being communicated to National Stock Exchange of India Limited and BSE Limited where the equity shares of the Company are listed.

The proposed resolution, if approved, will be taken as having duly passed on the last date specified for e-voting by the requisite majority of Members by means of Postal Ballot, i.e. Wednesday, March 20, 2024.

To consider and, if thought fit, to approve Material Related Party Transaction proposed to be entered into between the Company and Ihsedu Agrochem Private Limited for the financial year 2024-25 and to pass, the following resolution, as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) and other applicable Regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), as amended from time to time, Section 2 (76) and other applicable provisions of the Companies Act, 2013 (‘the Act’) read with the Rules framed thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and other applicable laws / statutory provisions, if any, Jayant Agro-Organics Limited (the Company) Policy on Related Party Transactions as well as subject to such approval(s), consent(s) and/or permission(s), as may be required and based on the recommendation of the Audit Committee, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall be deemed to include the Audit Committee or any other Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this Resolution) for the Material Related Party Transaction(s) / Contract(s) /Arrangement(s) /Agreement(s) proposed to be entered into (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise), as mentioned in detail in the Explanatory Statement annexed herewith, between the Company and Ihsedu Agrochem Private Limited (IAPL), a material subsidiary of the Company and being a ‘Related Party’ of the Company, on such terms and conditions as may be mutually agreed between the management of the Company and IAPL, for an aggregate value not exceeding ₹1,500 Crores (Rupees One Thousand Five Hundred Crores) for financial year 2024-25 i.e period commencing from April 01, 2024 to March 31, 2025, and that such transaction(s) / contract(s) / arrangement(s) / agreement(s) are being carried out at an arm’s length pricing basis and in the ordinary course of business.

Postal Ballot Notice

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RESOLVED FURTHER THAT the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things, as may be necessary, including but not limited to, alter, vary, modify, finalise the terms and conditions, pricing, methods and modes in respect of the aforementioned transaction and execute necessary documents, including contract(s) / arrangement(s) / agreement(s) and other ancillary documents; seeking necessary approvals from the authorities; settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred; and delegate all or any of the powers herein conferred to any Director, Chief Financial Officer, Company Secretary or any other Officer / Authorised Representative of the Company, without being required to seek further consent from the Members and that the Members shall be deemed to have accorded their consent thereto expressly by the authority of this Resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this Resolution, be and is hereby approved, ratified and confirmed in all respect.”

Place: Mumbai Date: February 10, 2024

Registered Office: By Order of the Board of Directors 701, Tower A, For Jayant Agro-Organics Limited Peninsula Business Park Senapati Bapat Marg, Lower Parel (W), Dinesh M. Kapadia Mumbai :- 400013 Company Secretary & Compliance Officer

Notes:

1. The relevant Explanatory Statement pursuant to the provisions of Section 102 read with Section 110 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder concerning an Ordinary Resolution as set out above is annexed hereto and forms part of this Notice.

2. In accordance with the MCA Circulars and the Listing Regulations, the Company is sending the Notice in electronic form only by e-mail to all Members, whose names appear in the Register of Members/Register of Beneficial Owners maintained by the Depositories viz., National Securities Depository Limited (the ‘NSDL’) and Central Depository Services (India) Limited (the ‘CDSL’) as on Friday, February 09, 2024 (the “Cut-Off Date”) and who have registered their e-mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent of the Company, M/s. Link Intime India Private Limited (the ‘RTA’), in accordance with the provisions of the Act read with the rules framed thereunder and the framework provided under the MCA circulars. Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information only.

3. In accordance with the MCA Circulars, the Notice is being sent in electronic form only. The hard copy of the Notice along with the Postal Ballot forms and pre-paid business envelope will not be sent to the Members for the Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the remote e-voting system only.

4. In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations and Secretarial Standard (SS-2) issued by the Institute of Company Secretaries of India on General Meeting, the Company providing the e-voting facility to enable the Members to cast their votes electronically and have engaged the services of Link Intime India Private Limited (‘Link

Intime’) for e-voting facility. The instructions for e-voting are provided as part of this Notice.

1. In light of the MCA Circulars and as required under the provisions of the Act, Members who have not registered/ updated their email address are requested to register/ update the same (i) in case of shares held in demat mode, as per the process advised by concerned Depository Participant’s; and (ii) in case of shares held in physical mode, by sending the prescribed form ISR-1 along with requisite documents to our RTA i.e. Link Intime India Private Limited.

2. The voting rights for the equity shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the percentage of paid-up share capital of the Company held by them. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.

3. A member cannot exercise his/ her vote through proxy on postal ballot. However corporate and institutional members shall be entitled to vote through their authorised representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution/authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by email at dhrumil@dmshah.in.

4. Once the vote is cast, the member shall not be allowed to change it subsequently or cast the vote again.

5. Postal Ballot/remote e-voting commences from 9:00 a.m. (IST) on Tuesday, February 20, 2024 and ends at 5:00 p.m. (IST) on Wednesday, March 20, 2024. At the end of the e-voting period, the facility shall forthwith be blocked, and e-voting shall not be allowed beyond the said date and time.

6. The proposed resolutions, if approved, by requisite majority, shall be deemed to have been passed on the last date of e-voting, which would be Wednesday, March 20, 2024. The resolutions passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.

7. This Notice shall also be available on the website of the Company at www.jayantagro.com, websites of the stock exchanges where the equity share of the Company are listed, i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com respectively, and on the website of Link Intime at https://instavote.linkintime.co.in.

8. Securities and Exchange Board of India (SEBI) vide its Circular No. SEBI/HO/OIAE/OIAE_IAD1/P/CIR/2023/131 dated 31st July, 2023 as amended from time to time, has introduced a common Online Dispute Resolution ("ODR") mechanism to facilitate the online resolution of all kinds of disputes arising in the Indian securities market. The details with respect to the ODR mechanism is available at the website of the Company at www.jayantagro.com.

9. All the documents referred to in the Notice & Explanatory Statement will be available for inspection in electronic mode. Members can inspect the same by sending an email to investors@jayantagro.com.

Place: Mumbai Date: February 10, 2024

By Order of the Board of Directors For Jayant Agro-Organics Limited

Registered Office: For Jayant Agro-Organics Limited 701, Tower A, Peninsula Business Park Senapati Bapat Marg, Dinesh M. Kapadia Lower Parel (W), Company Secretary & Mumbai :- 400013 Compliance Officer

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Postal Ballot Notice

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Information and Instructions for e-voting

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	Login Method
Shareholder
Individual	METHOD 1 - If registered with NSDL IDeAS facility Users who have registered for NSDL IDeAS facility: a) Visit URL:https://eservices.nsdl.comand click on “Beneficial Owner” icon under “Login”. b) Enter user id and password. Post successful authentication, click on “Access to e-voting”. c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period. OR User who have not registered for NSDL IDeAS facility: a) To register, visit URL:https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp b) Proceedwith updating the required fields. c) Postregistration, user will be provided with Login ID and password. d) Aftersuccessfullogin, click on “Access to e- voting”. e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
Shareholders
holding
securities in
demat mode
with NSDL:
	METHOD 2 - By directly visiting the e-voting website of NSDL: a) Visit URL:https://www.evoting.nsdl.com/ b) Click on the “Login” tab available under ‘Shareholder/Member’ section. c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. d) Post successful authentication, you will be re- directed to NSDL depository website wherein you can see “Access to e-voting”. e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Type of	Login Method
Shareholder
Individual	METHOD 1 – If registered with CDSL Easi/Easiest facility Users who have registered for CDSL Easi/Easiest facility. a) Visithttps://web.cdslindia.com/myeasitoken/home/login orwww.cdslindia.com. b) Click onNewSystem Myeasi c) Login with user id and password d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period. e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period. OR Users who have not registered for CDSL Easi/Easiest facility. a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration /EasiRegistration b) Proceed with updating the required fields. c) Post registration, user will be provided Login ID and password. d) After successful login, user able to see e-voting menu. e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period. METHOD 2 - By directly visiting the e-voting website of CDSL. a) Visit URL:https://www.cdslindia.com/ b) Go to e-voting tab. c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”. d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account. e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
Shareholder
holding
securities in
demat mode
with CDSL
Individual	Individual shareholders can also login using the login
Shareholders	credentials of your demat account through your depository
holding	participant registered with NSDL/CDSL for e-voting
securities in	facility.
demat mode	a) Login to DP website
with	b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.
Depository
Participant
	c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication,whereinyou can see e-votingmenu.
	d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

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Postal Ballot Notice

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Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

demat mode is	given below:
Type of Shareholder	Login Method
Individual shareholders holding securities in physical form/ Non- Individual Shareholders holding securities in demat mode	Individual Shareholders of the company, holding
	shares in physical form / Non-Individual
	Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under: 1. Visit URL:https://instavote.linkintime.co.in 2. Click on“Sign Up”under‘SHARE HOLDER’ tab and register with your following details: - A. User ID:Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID. 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 holding shares inphysical formbut have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above *Shareholders holding shares inNSDL form, shall provide ‘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 “confirm” (Your password is now generated). 3. Click on ‘Login’ under‘SHARE HOLDER’ tab. 4. Enter your User ID, Password, and Image Verification (CAPTCHA) Code and click on ‘Submit’. Cast your vote electronically: 1. After successful login, you will be able to see the notification for e-voting. Select‘View’icon. 2. E-voting page will appear. 3. 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’file link). 4. After selecting the desired option i.e. Favour / Against, click on‘Submit’.A confirmation box will be displayed. If 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 (“Corporate Body/ Custodian/Mutual Fund”):

Type of Shareholder

Login Method

Institutional shareholders (“Corporate Body/ Custodian/ Mutual Fund”):

STEP 1 – Registration a) Visit URL:https://instavote.linkintime.co.in b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund” c) Fill up your entity details and submit the form. d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up at Sr.No. 2 above). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to insta.vote@linkintime.co.in. e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID. f) While first login, entity will be directed to change the password and login process is completed. STEP 2 –Investor Mapping a) Visit URL:https://instavote.linkintime.co.in and login with credentials as received in Step 1 above. b) Click on “Investor Mapping” tab under the Menu Section c) Map the Investor with the following details: a. ‘Investor_ID’ – i. _Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678 ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID. b. ‘Investor’s Name - Enter full name of the entity. c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department. d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card. d) Click on Submit button and investor will be mapped now. e) The same can be viewed under the “Report Section”. STEP 3 – Voting through remote e-voting. The corporate shareholder can vote by two methods, once remote e-voting is activated: METHOD 1 - VOTES ENTRY a) Visit URL:https://instavote.linkintime.co.in and login with credentials as received in Step 1 above. b) Click on ‘Votes Entry’ tab under the Menu section.

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Postal Ballot Notice

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Type of Shareholder

Login Method

c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting. d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote. e) 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' file link). f) After selecting the desired option i.e., Favour / Against, click on 'Submit'. g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently). OR VOTES UPLOAD: a) Visit URL:https://instavote.linkintime.co.inand login with credentials as received in Step 1 above. b) You will be able to see the notification for e- voting in inbox. c) Select'View'icon for 'Company’s Name / Event number '.E-voting page will appear. d) Download sample vote file from ‘Download Sample Vote File’ option. e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option. f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

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.

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 : 022 - 4886 7000 and 022 - 2499 7000
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.comor contact at toll free no. 1800 22 55 33

Forgot Password:

Login type		Forgot Password:
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 ➢ Click on‘Login’under‘SHARE HOLDER’tab and further Click‘forgot password?’ ➢ Enter User ID, select Mode and Enter Image Verification 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 (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate):Your User ID is Event No + Folio Number registered with the Company User ID for Shareholders holding shares in NSDL demat accountis 8 Character DP ID followed by 8 Digit Client ID User ID for Shareholders holding shares in CDSL demat accountis 16 Digit Beneficiary ID.
Institutional shareholders (“Corporate Body/ Custodian/M utual Fund”) has forgotten the password:		If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime:https://instavote.linkintime.co.in ➢ Click on‘Login’under‘Corporate Body/ Custodian/Mutual Fund’tab and further Click ‘forgot password?’ ➢ Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”. In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
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. ➢ It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. ➢ ➢ For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice. ➢ ➢ During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

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Postal Ballot Notice

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EXPLANATORY STATEMENT {Pursuant to Section 102 of Companies Act, 2013 and Section 110 of the Companies Act, 2013}

The Members are hereby informed that Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) read with the Company’s Policy on Related Party Transactions provides that entering into material transactions with a related party which, either individually or taken together with previous transaction(s) during a financial year, exceed ₹ 1,000 crores or 10% of the annual consolidated turnover of the Company as per the last audited financial statements, whichever is lower, requires approval of the Members of the Company, even if such transaction(s) are in the ordinary course of business and at an arm’s length basis.

Regulation 2(1)(zc) of the SEBI Listing Regulations defines related party transaction mean a transaction involving transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity, regardless of whether a price is charged or not.

To ensure uninterrupted supply of raw material, the Company incorporated Ihsedu Agrochem Private Limited (“IAPL”) as a backward integration company for extraction of oil out of castor seed. The Company enters into various transactions with its related parties. Amongst these transactions, the estimated value of transactions with Ihsedu Agrochem Private Limited (IAPL) a related party in terms of Regulation 2(1)(zb) of the Listing Regulations may exceed the materiality threshold as stated above in the financial year 2024- 25.

Pursuant to regulation 23 of the SEBI Listing Regulations read with the clarification issued by the Securities and Exchange Board of India (“SEBI”) vide Circular no. SEBI/HO/CFD/CMD1/CIR/P/2022/47, validity of omnibus approval(s) for material related party transactions obtained from members in general meetings (including postal ballot), other than Annual General Meetings ('AGMs') shall not exceed one year.

Keeping in view the above, it is proposed to seek the approval from the members for the Related Party Transactions, as stated in the above resolution, to be entered into by the Company and IAPL, for the financial year 2024-25, at an arm’s length basis and in the ordinary course of business.

The Board of Directors of the Company (‘the Board’) vide resolution dated February 10, 2024, on the recommendation of the Audit Committee, recommended for the approval of the Members, entering into material related party contracts / agreement/ arrangements /transactions with IAPL during the financial year 2024-25, as set out in the Resolution. These transactions will be entered in the ordinary course of business and on arm’s length basis.

Disclosure of information pertaining to proposed Material RPT in terms of SEBI circular SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 are given hereunder:

Sr. Description Details of proposed RPTs No. between the Company and IAPL

1. Summary of information provided by the Management to the Audit Committee for approval of the proposed RPTs.

a) Name of the Related Party Ihsedu Agrochem Private Limited and its relationship with the (“IAPL”) is a subsidiary of the Company or its subsidiary, Company. IAPL is also a Joint including nature of its Venture between the Company and concern or interest Arkema Participations. IAPL is (financial or otherwise). also a material subsidiary company. b) Type, material terms and Nature & Material Term: particulars of the proposed In terms of the Contract, the RPTs. Company would enter into transactions with IAPL for procurement of raw material and other services with the Company. Particulars of the Contract: Purchase / Sale of Castor Oil and other raw materials, Job Work, other logistics, administrative, corporate services and such other transactions including any advances thereof which may be undertaken in the Ordinary Course of Business. c) Tenure of the proposed This are continuous/ ongoing transaction transactions. However, for the purpose of compliance of Listing Regulation, the approval is sought for the Financial Year 2024-25. i.e period commencing form April 01, 2024 to March 31, 2025. d) Value of the proposed up to ₹1,500 Crores (Rupees One transaction Thousand and Five Hundred Crores). e) Percentage of the Company’s annual consolidated turnover, Approx. 55% for the immediately preceding financial year, that is represented by the value of the proposed RPTs. f) Percentage of the IAPL’s standalone turnover, for the immediately preceding financial year, that is Approx. 65% represented by the value of the proposed RPTs. g) If the transaction relates to The Company may provide advance any loans, inter - corporate to IAPL as part of aforementioned deposits, advances or transactions. The Company may investments made or given obtain / avail the borrowing facilities by the listed entity or its from multiple sources for the subsidiary: advances. Cost and Tenure of the i) Details of the source of borrowing facilities will depend upon funds in connection with the terms of borrowing facilities. Funds which may be given as the proposed transaction; advance will be utilised for the ii) Details of financial aforesaid purpose. indebtedness incurred, cost of fund and tenure; iii) Applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; iv) the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the related party transaction.

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Postal Ballot Notice

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h)	In case the relevant Related Party is a company, the extent of shareholding interest in such Related Party of every promoter, director, manager if any, and of every other Key Managerial Personnel of the Company, if the extent of such shareholding is more than 2% of the paid- up share capital of the Related Party	The Company is holding company of IAPL and holds 75.10% equity shares capital of IAPL
i)	Justification for the proposed RPTs.	To ensure uninterrupted supply of raw material
3.	Details of valuation or other external party report, if such report has been relied upon	Not Applicable
4.	Name of the director or key managerial personnel who is related	Mr. Abhay V. Udeshi, Mr. Hemant V. Udeshi, Dr. Subhash V. Udeshi, Mr. Varun A. Udeshi, & Mr. Vikram V. Udeshi.
5.	Nature of relationship	Mr. Abhay V. Udeshi and Mr. Vikram V. Udeshi are common director in both the companies & Mr. Vikram V Udeshi also holds position of KMP in both the companies. Mr. Hemant V. Udeshi, Dr. Subhash V. Udeshi and Mr. Varun A. Udeshi, are relatives of Mr. Abhay V. Udeshi.

6.	Any other information that may be relevant.	All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Companies Act, 2013 forming part of this Notice.

None of the Directors / key managerial personnel’s (KMP’s) and/or their relatives except Mr. Abhay V. Udeshi and Mr. Vikram V. Udeshi, being common director and Mr. Hemant V. Udeshi, Dr. Subhash V. Udeshi, Mr. Varun A. Udeshi, relative of above directors are deemed to be concerned or interested financially otherwise in the above mentioned resolutions.

Members may note that pursuant to the provisions of the Listing Regulations, all related parties of the Company (whether such related party is a party to the above-mentioned transaction or not) shall not vote to approve this Resolution.

Place: Mumbai Date: February 10, 2024

Registered Office: 701, Tower A, Peninsula Business Park Senapati Bapat Marg, Lower Parel (W), Mumbai :- 400013

By Order of the Board of Directors For Jayant Agro-Organics Limited

Dinesh M. Kapadia Company Secretary & Compliance Officer

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