Jaykay Enterprises Limited — Proxy Solicitation & Information Statement 2023

Jun 13, 2023

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June 13, 2023

The BSE Ltd,

Corporate Relationship Deptt: Phiroze Jeejeebhoy Towers, Dalal Street, MUMBAI-400 001 Scrip Code: 500306 ISIN - INE903A01025

Sub: Notice of Postal Ballot through Electronic Voting.

Dear Sir / Madam,

Pursuant to Regulation 30 & 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, please find enclosed herewith Notice of Postal Ballot of Jaykay Enterprises Limited (‘the Company’) dated May 29, 2023 (‘Notice’) along with the explanatory statement, for seeking approval of the Members for the business as set out in the Notice.

In compliance with various General Circulars issued by the Ministry of Corporate Affairs, as disclosed in the Notice, this Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories as on Friday, June 9, 2023, (‘Cut-off Date’) and who have registered their email addresses with the Company/ Depositories/ Depository Participants/ Company’s Registrars and Transfer Agents (‘RTA’) i.e., Alankit Assignments Limited as on Cut-off Date.

The Company has engaged the services of Central Depository of Services (India) Limited (“CDSL’) to provide remote e-Voting facility to its members. The remote e-Voting period shall commence on Wednesday, June 14, 2023 at 9:00 A.M. (IST) and ends on Thursday, July 13, 2023 at 5:00 P.M. (IST). The remote e-Voting shall not be allowed beyond the said date & time and the remote e- Voting module shall be disabled by CDSL for voting thereafter. Accordingly, the communication of assent or dissent of the Members would take place only through remote e-Voting system. Detailed instructions for, inter-alia, remote e-Voting are mentioned in the said Notice.

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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Members whose email address is not registered with the Company/ Depositories/ Depository Participants/ RTA, are requested to register the same by following the procedure prescribed in the Notice.

The Notice is also available on the website of the Company i.e., www.jaykayenterprises.com, website of BSE Limited i.e. www.bseindia.com and website of Central Depository Services (India) Ltd i.e. www.evotingindia.com.

Please take the above information on record.

Thanking You

Your Faithfully

For Jaykay Enterprises Limited

YOGESH Digitally signed by YOGESH SHARM SHARMA Date: 2023.06.13 A 22:27:28 +05'30'

Yogesh Sharma

Company Secretary and Compliance Officer

Membership No- ACS 29286

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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POSTAL BALLOT NOTICE

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

Notice of Postal Ballot is hereby given to the members of the Company pursuant to Section 108 and Section 110 of the Companies Act, 2013, (the “Act”), read together with the Companies (Management and Administration) Rules, 2014, Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings / conducting postal ballot process through e-Voting vide General Circulars No. 14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, No. 20/2020 dated May 05, 2020, No. 22/2020 dated June 15, 2020, No. 33/2020 dated September 28, 2020, No. 39/2020, December 31, 2020, No. 02/2021 dated January 13, 2021, No. 10/2021 dated June 23, 2021, No.20/2021 dated December 8, 2021, No.03/2022 dated May 5, 2022 and No. 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs ( “MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“ SS - 2 ”) and any other applicable law, rules, regulations, provisions, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, that the Resolutions set out below are proposed to be passed as Ordinary Resolution by the members of the Company by way of postal ballot only by voting through electronic means (remote e-Voting/e-Voting).

In compliance with the aforementioned MCA Circulars, Postal Ballot Notice (“Notice”) is being sent only through electronic mode to those Members who have registered their email addresses with the Company or Depository/ Depository Participant(s)/ Registrar and Share Transfer Agent (“RTA”) as on the Cut-off date June 9, 2023 and the communication of assent/ dissent of the Members will only take place through the remote e-Voting system . Physical copy of Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot and Members are required to communicate their assent or dissent through the remote e- Voting only. Each Member’s voting rights shall be in proportion to his/her share of the paid-up equity share capital of the Company as on Cut-off date, which will only be considered to avail the facility of remote e-voting.

The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said resolution setting out the material facts and the reasons thereof is annexed hereto along with the Postal Ballot Notice. The Notice will also be placed on the website of the Company, https://www.jaykayenterprises.com.

The Board of Directors has appointed CS Varuna Mittal, Practicing Company Secretary (Membership No. ACS- 57727, CP No. 23575), as Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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In compliance with the provisions of Sections 108 and 110 of the Companies Act read with Rules 20 and 22 of the Management Rules, Regulation 44 of the SEBI Listing Regulations, and SS-2, the Company is pleased to provide e-voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to e-voting is mentioned in this notice. The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) for facilitating e-voting. The Company has made necessary arrangements with Alankit Assignments 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 this Postal Ballot Notice.

Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice not later than 5:00 p.m. (IST) on July 13, 2023. The e-voting facility will be disabled by CDSL immediately thereafter and will not be allowed beyond the said date and time.

The Scrutinizer will submit his report to the Chairman of the Company after completion of the scrutiny and results of the Postal Ballot would be announced not later than 2 working days from the conclusion of the e-voting and the resolutions will be taken as passed, if the results of e-voting indicate that the requisite majority of the Members had assented to the Resolution. The Scrutinizer’s decision on the validity of e-voting shall be final. The results will be published on the website of the Company i.e. www.jaykayenterprises.com. The results will also be posted on the website of BSE Limited i.e. www.bseindia.com and website of Central Depository Services Ltd i.e www.evotingindia.com

You are requested to examine the following proposed resolution along with the Explanatory Statement and thereafter record your assent or dissent by means of remote e-voting facility only.

SPECIAL BUSINESS:

1. TO APPROVE RELATED PARTY TRANSACTION:

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

“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 read with the Companies (Meeting of Board and its powers) Rules 2014, Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 (“Listing Regulations”), the Company’s policy on Related Party Transactions, and any other applicable provisions read with rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), based on the recommendation of Audit Committee and Board of Directors of the Company, the consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred as the “Board” which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute from time to time to exercise its powers including the power conferred by this resolution) to enter into a related party transaction for leasing of property, by way of entering into a lease agreement with Diensten Tech Limited as explained in

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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the explanatory statement to this notice, on such terms and conditions as the Board of Directors may deem fit, provided that the said agreement so carried out shall be at arm’s length basis and in the ordinary course of business.

RESOLVED FURTHER THAT any Director of the Company and Mr. Yogesh Sharma, Company Secretary & Compliance Officer of the Company be and are hereby severally authorised to execute the agreement for rendering services to the said Related Party and to do such other acts, things, deeds and matters as may be necessary, expedient and desirable for the purpose of giving effect to this resolution .”

BY ORDER OF THE BOARD Sd/Yogesh Sharma (Company Secretary and Compliance Officer) Membership No- ACS 29286

PLACE: New Delhi DATE: 29.05.2023

NOTES:

1. Explanatory Statement pursuant to Section 102 and 110 of the Companies Act, 2013 (the “Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended, setting out material facts relating to the resolution proposed to be passed is annexed hereto.

2. The Postal Ballot Notice is being sent only by email to all those Members whose names appear on the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on the cut-off date i.e. June 9, 2023 and who have registered their email addresses in respect of electronic holdings with the depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, Alankit Assignments Limited (“RTA”). A person who is not a member as on the cut-off date should treat this Postal Ballot Notice for informational purposes only. In compliance with Regulation 44 of the LODR Regulations, 2015 and pursuant to the provisions of Sections 108 and 110 of the Act read with rules framed thereunder and the MCA Circulars, the manner of the voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with the Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this Postal Ballot. The communication of the assent or dissent of the members would only take place through the e-voting system.

3. The resolution, if passed by requisite majority through the Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e., July 13, 2023. Further, the resolution passed by the Members through Postal Ballot are deemed to have been passed as if they are at a General Meeting of the Members.

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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1. The Scrutinizer will submit the report to the Chairman or any other person authorized by the Chairman after the completion of scrutiny of the e-voting, and the result of the e- voting by Postal Ballot will be announced not later than 2 working days of the conclusion of the remote e-voting and will also be displayed on the Company website www.jaykayenterprises.com and on the website of Central Depository Services Ltd. i.e. www.evotingindia.com, and also communicated to the stock exchange and RTA.

2. Members may note that the aforesaid Postal Ballot Notice has been uploaded on the website of the Company at https://www.jaykayenterprises.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e., BSE Limited at www.bseindia.com. The Postal Ballot Notice is also disseminated on the website of Central Depository Services Ltd i.e www.evotingindia.com. (agency for providing the electronic voting facility).

3. Pursuant to the applicable provisions of the Act and Rules framed there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company can serve notices, annual reports and other communication through electronic mode to those Members who have registered their e-mail addresses either with the Depository Participant(s) or the Company. Members who have not registered their e-mail addresses so far, are requested to register their email addresses, in respect of Demat shareholders through their concerned Depository Participants. Members who hold shares in physical form are requested to provide prescribed form ISR-1 along with other requisite form (available on the website of Company i.e. www.jaykayenterprises.com), duly self-attested by the shareholder(s) to Company’s RTA at their address at Alankit Assignments Limited, 205-208, Anarkali Complex, Jhandewalan Extension, New Delhi- 110 055.

4. The voting rights of the Members shall be reckoned in proportion to the equity shares held by them on the Cut-off date on June 9, 2023. Only those Members holding shares either in physical form or dematerialized form as on the Cut-off date will be entitled to cast their votes by remote e-voting.

5. All material documents referred to in the explanatory statement will be available for inspection at the registered office of the Company during office hours on all working days from the date of dispatch until the last date for receipt of votes by e-voting. Alternatively, Members may also send their requests for the same to cs@jaykayenterprises.com or jksingla@alankit.com from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period of the postal ballot.

Procedure for Remote E-Voting

• i. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in terms of SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e- Voting facility to be provided by listed entities, the Members are provided with the facility to cast their vote

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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electronically, through the e-Voting services provided by Central Depository Services Ltd, on the resolution(s) set forth in this Notice. The instructions for remote e-Voting are given herein below.

• ii. The Company has appointed CS Varuna Mittal, Company Secretary in whole-time practice with Membership No. ACS 57727 and Certificate of Practice No. 23575 of M/s Varuna Mittal & Associates, a peer-reviewed firm, as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner.

• iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on “e- Voting facility to be provided by listed companies”, e- Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.

• iv. The remote e-Voting period commences on Wednesday, June 14, 2023 at 9:00 A.M. (IST) and ends on Thursday, July 13, 2023 at 5:00 P.M. (IST)

• v. The voting rights of the Members shall be in proportion of their shareholding to the total paid up equity share capital of the Company as on the cut-off date i.e. June 9, 2023

• vi. Members holding shares either in physical form or dematerialized form, as on the cutoff date i.e. June 9, 2023 , (including those Members who may not receive this Postal Ballot Notice due to non-registration of their email address with Alankit Assignment ltd. or the DPs, as aforesaid) can cast their votes electronically, in respect of the resolution, as set out in the Postal Ballot Notice only through the remote e-voting. A Member cannot exercise his vote by proxy on Postal Ballot.

• vii. The Scrutinizer shall, after conclusion of remote e-voting, submit her report to the Chairman of the Company or any other person authorized by the Chairman and will be declared the results not later than 2 working days of the conclusion of the remote e- voting.

• viii. The results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.jaykayenterprises.com. and on the website of CDSL www.evotingindia.com. immediately after declaration of the results by the Chairman or a person authorized by him in this behalf. The results shall also be uploaded on the Bombay Stock Exchange portal www.bseindia.com. The said Results will also be displayed at the Registered and Corporate Office of the Company.

• ix. Resolutions, if passed by the Members through postal ballot are deemed to have been duly passed on the last date specified for the remote e-voting i.e. Thursday, 13th July, 2023, in terms of Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India.

• x. After sending the notice of Postal Ballot through email, an advertisement shall be published in English newspaper and Hindi newspaper, each with wide circulation in the district, where the Registered Office of the Company is situated, and also on the Company’s website: www.jaykayenterprises.com.

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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The details of the process and manner for Remote e-Voting are explained herein below: Process to vote electronically using CDSL e-Voting system:

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

• Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) The voting period begins on Wednesday, June 14, 2023 at 9:00 A.M. (IST) and ends on Thursday, July 13, 2023 at 5:00 P.M. (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. June 9, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of shareholders Login Method
Individual Shareholders 1) Users who have opted for CDSL Easi / Easiest facility, can login
holding securities in through their existing user id and password. Option will be
Demat mode with CDSL
made available to reach e-Voting page without any further
Depository
authentication. The users to login to Easi / Easiest are
requested to visit cdsl website www.cdslindia.com and click on
login icon & New System Myeasi Tab.
2) After successful login the Easi / Easiest user will be able to see
the e-Voting option for eligible companies where the evoting
is in progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting
page of the e-Voting service provider for casting your vote
during the remote e-Voting period. Additionally, there is also
links provided to access the system of all e-Voting Service
Providers, so that the user can visit the e-Voting service
providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register
is available at cdsl website www.cdslindia.com and click on
login & New System Myeasi Tab and then click on registration
option.
4) Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available on 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 able to see the e-Voting option
where the evoting is in progress and also able to directly access
the system of all e-Voting Service Providers.
Individual Shareholders 1) If you are already registered for NSDL IDeAS facility, please visit
holding securities in the e-Services website of NSDL. Open web browser by typing
demat mode with NSDL
the following URL: https://eservices.nsdl.com either on a
Depository
Personal Computer or on a mobile. Once the home page of e-
Services is launched, click on the “Beneficial Owner” icon under
“Login” which is available under ‘IDeAS’ section. A new screen
will open. You will have to enter your User ID and Password.
After successful authentication, you will be able to see e-Voting
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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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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 and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

• 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 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 Verification 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 and you will be redirected to e-Voting service provider 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 (DP)|

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You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you 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 and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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Login type		Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL		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

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• (i) The shareholders should log on to the e-voting website www.evotingindia.com.

• (ii) Click on “Shareholders” module.

• (iii) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• (iv) Next enter the Image Verification as displayed and Click on Login.

• (v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• (vi) If you are a first-time user follow the steps given below:

For Physical shareholders	and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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• (vii) After entering these details appropriately, click on “SUBMIT” tab.

• (viii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (ix) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (x) Click on the EVSN: 230605008 for < Jaykay Enterprises Limited > on which you choose to vote.

• (xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xiii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xvi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xviii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@jaykayenterprises.com (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

• other requisite form (available on the website of Company i.e.. https://www.jaykayenterprises.com/forms.html), duly self -attested by the shareholder(s) to Company’s RTA at their address mentioned below:

Alankit Assignments Ltd. 205-208, Anarkali Complex, Jhandelwalan Extension, New Delhi-110 055 Tel No.011-4254 1234

• b. For Demat shareholders -Please update your email id & mobile no. with your respective Depository Participant (DP)

• c. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting.

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33

BY ORDER OF THE BOARD Sd/Yogesh Sharma (Company Secretary and Compliance Officer) Membership No- ACS 29286

PLACE: New Delhi DATE: 29.05.2023

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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

Item No.1

Diensten Tech Limited (Related Party) is an IT consultancy service provider that helps enterprises reimagine their businesses for the digital age. It focuses on Professional Services, Corporate Training including eLearning Digital Content Solutions and Managed Services to provide business benefits to their customers and prospects in the shortest possible time with high quality delivery solutions at competitive rates.

The Board of Directors of Diensten Tech Limited are desirous of acquiring a license to use for office purpose only, a portion of the premises owned by your Company, located at 3[rd] Floor of A-2, JK Building, Local Shopping Centre, Masjid Moth, Greater Kailash-II, New Delhi-110048, admeasuring approximately 1600-1700 square feet comprising of 20 workstations and 3 cabins (hereinafter referred to as “Portion of Premises”).

The above transaction in furtherance of its business activities, being in ordinary course of business and arm’s length basis, has been approved by the Board and the Audit Committee in its meeting held on May 29, 2023.

The Company has a well-defined governance process for the related party transactions undertaken by it. These transactions are independently reviewed for arm’s length consideration and compared with the benchmarks available for similar type of transactions and these analyses are presented to the Audit Committee.

In terms of Regulation 23 of the SEBI Listing Regulations and pursuant to provisions of Section 188(1) of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014, the Related Party Transactions as mentioned in clause (a) to (g) of the said Section requires a Company to obtain prior approval of the Board of Directors & Audit Committee and subsequently the Shareholders of the Company by way of an Ordinary Resolution in case the value of the Related Party Transactions exceeds the stipulated thresholds prescribed in Rule 15(3) of the said Rules. Accordingly, the approval of shareholders of the Company is sought.

The particulars of the Related Party Transaction(s), which are required to be stated in the Explanatory Statement, as per Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI (LODR) Regulation 2015 read with SEBI SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 and as per are as follows:

Name of the Related Party	Diensten Tech Limited (“DTL”)
Nature of Relationship	A Public Company in which Promoter of the Company has control
Name of Interested Directors(s) /KMP(s) who is related	Mr. Abhishek Singhania (Chairman & Managing Director)beingthe Promoter of DTL

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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

Mr. Sanjay Kumar Jain (Chief Financial Officer) being
the Director of DTL
Nature, Material Terms, Monetary Value, Contract for Lease of property situated at 3 [rd] Floor of
Tenure and particulars of the contract or A-2, JK Building, Local Shopping Centre, Masjid Moth,
arrangement; Greater Kailash-II, New Delhi-110048, admeasuring
approximately 1600-1700 square feet shall be on a
continuous basis. Approval of the shareholders is being
sought for transactions during the two financialyears i.e.
from FY 2023-24 to FY 2024-25. Monetary value of
proposed transactions is estimated at Rs. 12,00,000
per annum (Indian Rupees Twelve Lacs) aggregately.
The pricing of rent is based on market rates.
Details of the transaction relating to any Not Applicable
loans, inter-corporate deposits,
advances or investments made or given
by the listed entity or its subsidiary.
A statement that the valuation or other Not Applicable
external report, if any, relied upon by the
listed entity in relation to the proposed
transaction will be made available
through the registered email address of
the shareholders;
Percentage of the counter-party’s Not Applicable
annual consolidated turnover that is
represented by the value of the
proposed RPT
Any other information relevant or Rental income received from Diensten Tech Limited
important for the members to take a will be utilized for the operations of the business.
decision on the proposed resolution
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The entities falling under definition of related party in the context of the contract(s) or arrangement(s) or transaction(s) for which the above Ordinary Resolution is being passed shall abstain from voting.

Except Mr. Abhishek Singhania, Chairman & Managing Director of the Company and JK Traders Limited, being Promoter of the Company, Mr. Sanjay Jain, CFO of the Company and their relatives (to the extent of their shareholding), none of the other Promoter/Directors and/or any Key Managerial Personnel of the Company and/or their relatives are concerned or interested, financially or otherwise, in this resolution.

The Board of Directors recommends the resolution set forth above in the Notice for approval of the Shareholders as an Ordinary Resolution.

This explanatory statement may also be regarded as a disclosure under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187

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A copy of the Draft Lease Agreement to be executed with Diensten Tech Limited will be available for inspection of members at the Registered office of the company during business hours on all working days up to the date of the meeting and also in electronic mode on the website of the Company.

BY ORDER OF THE BOARD Sd/Yogesh Sharma (Company Secretary and Compliance officer) Membership No- ACS 29286

PLACE: New Delhi

DATE: May 29, 2023

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Regd. Office: Kamla Tower, Kanpur- 208001 (INDIA) Phones: +91 512 2371478 – 81, Fax: +91 512 2332665 E-mail : cs@jaykayenterprises.com, Web : www.jaykayenterprises.com CIN:L55101UP1961PLC001187