J.B. Chemicals & Pharmaceuticals Lt - Proxy Solicitation & Information Statement 2023

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November 20, 2023

BSE Ltd. Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001

BSE Scrip Code: 506943

Stock Symbol: JBCHEPHARM

Dear Sir,

Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Securities and Exchange Board of India circular bearing reference no. CIR/CFD/CMD/4/2015 dated September 9, 2015 and SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023

Ref: Postal Ballot Notice

Attached please find Postal Ballot Notice dated 07-11-2023 sent to the members of the Company today seeking their assent or dissent by voting through postal ballot for amendment to the Company’s employee stock option scheme titled JBCPL Employee Stock Option Scheme 2021 by way of Special Resolution.

The Company has sent the said Postal Ballot Notice accompanied by an explanatory statement through e-mail on November 20, 2023 to those members of the Company who had registered their e-mail address with the Company or depository participant/depository as on November 10, 2023 (“cut-off date”).

The remote e-voting through e-voting platform of National Securities Depository Limited shall commence on November 21, 2023 at 9.00 a.m. (IST) and end on December 20, 2023 at 5.00 p.m. (IST). The result of the postal ballot will be declared on or before December 22, 2023.

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We request you to take the above disclosure on record.

Thanking You,

Yours faithfully,

For J.B. Chemicals & Pharmaceuticals Limited

Sandeep Anil Phadnis Digitally signed by Sandeep Anil Phadnis DN: c=IN, o=Personal, title=8434, pseudonym=108F69E4E868E4C1147674C13B2684AC9CDD8E36, 2.5.4.20=715f7603f235e5d1d74002aec03d24cf432efd8296e6e1c3c0c80534a90c098e, postalCode=411038, st=Maharashtra, serialNumber=CC500FDD638E71336FC58B204E2BA05EA7C4ADE49B8FE438E8F254C300DEC735, cn=Sandeep Anil Phadnis Date: 2023.11.20 17:43:34 +05'30'

Sandeep Phadnis

Vice President – Secretarial & Company Secretary

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J. B. CHEMICALS & PHARMACEUTICALS LTD.

Registered Office: “Neelam Centre”, `B’ Wing, 4[th] Floor, Hind Cycle Road, Worli, Mumbai 400 030. Corporate Office: Cnergy IT Park, Unit A, 8[th] floor, Appa Saheb Marathe Marg, Prabhadevi, Mumbai 400 025. CIN: L24390MH1976PLC019380, Web: www.jbpharma.com, Email: [email protected], Tel: 022 2439 5500/ 5200

POSTAL BALLOT NOTICE

Dear Member(s),

NOTICE IS HEREBY GIVEN pursuant to Section 110 of the Companies Act, 2013 (“ Act ”) and other applicable provisions of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 as amended (including any statutory modification or re-enactment thereof) read with General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 9/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as “ MCA Circulars ”) that the Resolution as set out hereunder is proposed to be passed by voting by postal ballot and the Company accordingly seeks assent or dissent of the members through remote e-voting.

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“ Listing Regulations ”), read with Securities and Exchange Board of India Circular Nos. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021 and SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated October 7, 2023 and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot form. Accordingly, this notice is being sent only by e-mail to the members of the Company who have registered their e-mail address with the Company or depository participant/depository as on Friday, November 10, 2023 (i.e. cut-off date). In view of enabling provisions of the MCA Circulars, hard copy of this notice, postal ballot form and postage pre-paid reply envelope are not sent to the members and the members are requested to convey their assent or dissent only through remote e-voting. The remote e-voting facility is available at https://www.evoting.nsdl.com/ being the e-voting platform of National Securities Depository Limited (NSDL). If your e-mail address is not so registered, you are requested to follow the process specified in the notes below to receive login ID/password for remote e-voting.

An explanatory statement pursuant to Section 102 (1) of the Act setting out detailed reasons and material facts concerning the resolution is annexed hereto. The Board of Directors of the Company has appointed Mr. Ashish Bhatt, proprietor of Ashish Bhatt & Associates, Practising Company Secretary, as Scrutinizer to conduct the remote e-voting process in a fair and transparent manner.

The remote e-voting shall commence on Tuesday, November 21, 2023 at 9.00 a.m. (IST) and end on Wednesday, December 20, 2023 at 5.00 p.m. (IST) and the voting shall not be allowed beyond the said date and time. The Scrutinizer will submit his report to the Chairman of the Company (the “Chairman”) or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced on or before Friday, December 22, 2023 .The result will also be placed on the Company’s website www.jbpharma.com and website of NSDL www.evoting.nsdl.com and intimated to National Stock Exchange of India Ltd. and BSE Ltd. where equity shares of the Company are listed.

RESOLUTION:

To approve amendment to the Company’s employee stock option scheme titled JBCPL Employee Stock Option Scheme 2021 (“Scheme” or “ESOP 2021”), and in this regard, pass the following resolution, with or without modifcations, as a SPECIAL RESOLUTION.

“ RESOLVED THAT in partial modification of the special resolution passed on July 31, 2021 approving the JBCPL Employee Stock Option Scheme 2021 (“Scheme” or “ESOP 2021”) and pursuant to the provisions of Section 62 of the Companies Act, 2013 (“ Act ”) along with all other applicable provisions of the Act and the rules made thereunder, Regulation 7 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“ SEBI Regulations ”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and all other applicable provisions of the SEBI Regulations and Listing Regulations read with the circulars/ guidelines issued thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and other applicable rules, regulations and circulars/guidelines in force from time to time, the relevant provisions of the Memorandum and Articles of Association of the Company and subject to any approval of any authority as may be required under applicable laws including any condition(s) or modification(s) as may be prescribed or imposed by such authority while granting such approval and subject to acceptance of such condition or modification by the Board of Directors of the Company, the approval and consent of the members of the Company be and is hereby accorded to variations and/or amendments to the Scheme (more particularly highlighted in the explanatory statement) and the revised Scheme as submitted to the members incorporating the approved variations/amendments be and is hereby specifically approved.

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors (which term shall include the Compensation Committee constituted by the Board or any other committee of the Board conferred with the exercise of powers and discharge of functions of the Compensation Committee under the SEBI Regulations) and/or Company Secretary of the Company be and is hereby authorized to do all such acts, deeds, matters and things and execute all such deeds, documents, instruments and writings and file relevant disclosures with the stock exchanges as it may, in its sole and absolute discretion deem fit, necessary or expedient for the purpose of

giving effect to the aforesaid resolution, without being required to seek further consent and approval of the members of the Company and intent that the members have and are deemed to have given their required consent and approval thereto in terms of the authority contained in and conferred by this resolution and the Board is further authorized to settle any question, difficulty or doubt that may arise in interpretation and implementation of variations/amendment to the Scheme and this resolution and decision of the Board in this regard shall be final and conclusive.”

By order of the Board of Directors For J.B. Chemicals & Pharmaceuticals Limited

Date : November 7, 2023 Place : Mumbai

Sandeep Phadnis Company Secretary Membership No.: A11530

NOTES:

An Explanatory Statement pursuant to Section 102 (1) and other applicable provisions of the Companies Act, 2013 and the rules made thereunder setting out material facts and reasons concerning the above proposed resolution is annexed hereto.
The Board of Directors has decided Friday, 10-11-2023 as cut-off date (“ cut-off date ”) for ascertaining the names of the members entitled to receive this postal ballot notice and reckoning their right to vote through remote e-voting on the aforesaid resolution. Accordingly, the members whose names appear on the register of members/record of the depositories on the cut-off date shall be entitled to vote on the proposed resolution mentioned above in proportion to the number of equity shares held on the cut-off date and hence this postal ballot notice is being sent to them through e-mail. A person who is not a member of the Company as on the cut-off date should treat the notice for information purposes only.
In view of the MCA Circulars, this postal ballot notice is being sent through e-mail only to those shareholders who have registered their e-mail address with the depository participant/depository or the Company. If you have not so registered your e-mail address, with the depository participant/depository or the Company, then such member may register the same by following the process as under:
(a) In case the shares are held in physical mode, the member is requested to write to the Company at

[email protected] along with the copy of signed request letter mentioning the name and address, folio number, number of shares held on cut-off date, designated e-mail ID, self-attested copy of PAN card and self-attested copy of any identity proof in support of the address.

(b) In case the shares are held in dematerialized mode, the member is requested either to write to the Company at [email protected] along with the copy of signed request letter mentioning the name and address, number of shares held on cut-off date, designated e-mail ID, self-attested copy of client master or consolidated account statement, self-attested copy of PAN card and self-attested copy of any identity proof in support of the address or alternatively, the member may update e-mail ID with the depository participant/ depository and provide the Company updated client master or consolidated account statement. If you are an individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for individual shareholders holding securities in demat mode.
(c) Alternatively shareholders/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

The institutional investors are encouraged to participate and vote on this postal ballot notice.
This postal ballot notice is available on the website of the Company at www.jbpharma.com, on websites of Stock Exchanges i.e. BSE Ltd. and National Stock Exchange of India Limited. This notice is also available on the website of NSDL at www.evoting.nsdl.com.

REMOTE E-VOTING AND STEPS TO BE FOLLOWED THEREFOR:

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company provides facility of remote e-voting to its members in respect of the proposed resolution as set out above. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (“NSDL”) for facilitating voting through electronic means as the authorized agency. The facility of casting votes by the members using remote e-voting system will be provided by NSDL.
The members holding shares of the Company as on the cut-off date shall only be entitled to cast vote on the Resolution.
Members holding shares in physical form who wish to avail e-voting facility are requested to access the e-voting facility provided by the Company through NSDL e-voting system at https://www.evoting.nsdl.com/ to cast their vote through remote e-voting facility.
The process and the manner of voting through remote e-voting facility (i.e. voting from any place) and time schedule thereof including details about login ID, procedure for generating password and casting of vote in a secure manner is as under:

Time schedule for remote e-voting

The voting period begins on Tuesday, November 21, 2023 at 9.00 a.m. (IST) and ends on Wednesday, December 20, 2023 at 5.00 p.m. (IST). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date, shall only be eligible to cast their votes. The remote e-voting shall not be allowed beyond the aforesaid date and time and e-voting module shall be disabled by NSDL for voting thereafter.

Steps for e-voting:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for individual shareholders holding securities in demat mode:

In terms of SEBI circular dated December 9, 2020 on e-Voting facility to be 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 e-mail Id in their demat accounts in order to access e-Voting facility.

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Type of shareholders Login Method
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Type of shareholders	Login Method	Login Method

Individual Shareholders holding securities in demat mode with NSDL.	(1) (2)	ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL 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 at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

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Type of shareholders Login Method
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Type of shareholders	Login Method	Login Method

	(3) (4)	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 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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 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 or joining virtual meeting & voting during the meeting. 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. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome 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 (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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

J. B. CHEMICALS & PHARMACEUTICALS LTD.

Registered Office: “Neelam Centre”, `B’ Wing, 4[th] Floor, Hind Cycle Road, Worli, Mumbai 400 030.

Corporate Office: Cnergy IT Park, Unit A, 8[th] floor, Appa Saheb Marathe Marg, Prabhadevi, Mumbai 400 025. CIN: L24390MH1976PLC019380, Web: www.jbpharma.com, Email: [email protected], Tel: 022 2439 5500/ 5200

POSTAL BALLOT NOTICE (Contd.)

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. NSDL and CDSL.

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Login type Helpdesk details
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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 [email protected] 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 [email protected] or contact at toll free no. 1800 22 55 33

B) Login Method for evoting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode:

How to Log-in to NSDL e-Voting website?

(a) 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.
(b) Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
(c) A new screen will open. You will have to enter your User ID, your Password/OTP and a verification code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

(d) Your User ID details are given below:

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Manner of holding shares i.e. Demat (NSDL or Your User ID is:
CDSL) or Physical
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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:

i)	For members who hold shares in demat account with NSDL.	8 character DP ID followed by 8-digit Client ID. For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
ii)	For members who hold shares in demat account with CDSL.	16 Digit Benefciary ID. For example if your Benefciary ID is 12 then your user ID is 12
iii)	For members holding shares in physical form.	EVEN number followed by folio number registered with the Company. For example if folio number is 001 and EVEN is 101456, then user ID is 101456001

(e) Password details for shareholders other than Individual shareholders are given below:
(i) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
(ii) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

(iii) How to retrieve your ‘initial password’?

  - (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, please follow steps mentioned in note no. 3 above.

(f) If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
i) Click on “ Forgot User Details/Password? ” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com .
ii) Click on “ Physical User Reset Password? ” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com .
iii) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.
iv) Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.
(g) After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
(h) Now, you will have to click on “Login” button.

After you click on the “Login” button, home page of e-voting will open.

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

How to cast your vote electronically on NSDL e-voting system?

(a) After successful login following Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.
(b) Select “EVEN” of the Company for which you wish to cast your vote during remote e-voting period.
(c) Now you are ready for e-voting as the Voting page opens.
(d) Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
(e) Upon confirmation, the message “Vote cast successfully” will be displayed.
(f) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
(g) Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice:

(h) In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
(i) In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. -
Login method for e Voting for Individual shareholders holding securities in demat mode .
(j) Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
(k) In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

10. General Information:

(a) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (in PDF/JPG Format) of the relevant board resolution/authority letter with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
(b) The members may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting user manual for shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre at [email protected].
(c) It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
(d) The members who have already cast their vote by remote e-voting shall not be allowed to change their vote subsequently or cast the vote again.
(e) Immediately after conclusion of the remote e-voting, the Scrutinizer shall unblock the votes cast and submit his report thereon to the Chairman of the Company or any person authorized by him.
Members who need technical assistance with regard to remote e-voting can:
-- Send a request at [email protected] or use Contact no.: 022 - 4886 7000 and 022 - 2499 7000; or
-- Contact Mr. Amit Vishal, Asst. Vice President, NSDL at the designated email ID: [email protected] or;
-- Contact Ms. Pallavi Mhatre, Senior Manager, NSDL at the designated email ID: [email protected]
All the documents referred to in the accompanying explanatory statement being documents available for inspection, shall also be made available through electronic mode for inspection by any member on the basis of request received at [email protected]. Upon receipt of such request, the Company would provide the link to inspect such documents. The members are requested not to forward to any other person.
The above notes form an integral part of this postal ballot notice.

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

All material facts and reasons concerning proposed resolution are provided in the following statement.

Regulation 7 (1) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“ SEBI Regulations ”) provides that a company may by special resolution of its shareholders vary the terms of the scheme offered pursuant to an earlier resolution of the general body but not exercised by the employees, if such variation is not prejudicial to the interest of the employees.

With a view to encourage long term wealth creation for its employees linked to the Company’s long term growth and making the Company an attractive place to work in the pharmaceutical industry, the Company set up “JBCPL Employee Stock Option Scheme 2021” (“ Scheme ”), which the members approved by a special resolution passed on July 31, 2021. It is now further proposed to make certain variations/amendments in the Scheme subject to approval of the members:

To amend the existing period of 120 days available to legal heir(s) or nominee(s) of the deceased employee for exercise of the vested options to 365 days.
With regard to transferability of shares held pursuant to exercise of time-based options, the Scheme presently provides for a lock-in period of five (5) years from the grant date to the extent of 60% of the cumulative vested options. In order to improve the liquidity of the time-based options and help strengthen retention of the employees, the Compensation Committee and the Board of Directors have recommended to reduce the lock-in percentage from 60% to 10% in a phased manner upon completion of 2 years from the date of grant of such options.

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

The Board of Directors believes that the variation/amendment proposed in the Scheme are not prejudicial to the interests of the employees. In fact, the variation /amendment proposed would serve as a strong motivational tool whilst maintaining the retention objectives of the scheme and help Company secure deep commitment of the employees to the Company objectives. All the employees who are the current and future grantees and participants of the Scheme will be the beneficiaries of this variation. The Board believes that variation in the Scheme is in overall interest of the Company and its employees and accordingly, recommends the resolution to the members for approval.

The Scheme with proposed variaions/amendments highlighted as approved by the Board is open for inspection at the registered office of the Company by any member during 10.00 a.m. to 5.00 p.m. on all

working days (i.e. except Saturday, Sunday and public holidays) up to the last date of casting vote pursuant to this postal ballot notice. The said document shall also be made available through electronic mode for inspection by any member on the basis of request received at [email protected]. Upon receipt of such request, the Company would provide the link to inspect such documents. The information as specified in Part C of Schedule-I of the SEBI Regulations are not applicable to the variation/amendment proposed in the Scheme.

Directors and Key Managerial Persons of the Company (and their relatives) are deemed to be concerned or interested in this item of business and resolution, to the extent of stock options granted to them pursuant to the Scheme.

By order of the Board of Directors For J.B. Chemicals & Pharmaceuticals Limited

Date : November 7, 2023 Place : Mumbai

Sandeep Phadnis Company Secretary Membership No.: A11530

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J.B. Chemicals & Pharmaceuticals Lt Proxy Solicitation & Information Statement 2023

63696_rns_2023-11-20_82b27c17-119a-47ce-9fa6-c7036796be6c.pdf

BSE Scrip Code: 506943

Stock Symbol: JBCHEPHARM

Ref: Postal Ballot Notice

For J.B. Chemicals & Pharmaceuticals Limited

Sandeep Phadnis

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE

Dear Member(s),

RESOLUTION:

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

NOTES:

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

REMOTE E-VOTING AND STEPS TO BE FOLLOWED THEREFOR:

Time schedule for remote e-voting

Steps for e-voting:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for individual shareholders holding securities in demat mode:

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

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

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

10. General Information:

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

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

AI assistant

J.B. Chemicals & Pharmaceuticals Lt — Proxy Solicitation & Information Statement 2023

63696_rns_2023-11-20_82b27c17-119a-47ce-9fa6-c7036796be6c.pdf

BSE Scrip Code: 506943

Stock Symbol: JBCHEPHARM

Ref: Postal Ballot Notice

For J.B. Chemicals & Pharmaceuticals Limited

Sandeep Phadnis

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE

Dear Member(s),

RESOLUTION:

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

NOTES:

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

REMOTE E-VOTING AND STEPS TO BE FOLLOWED THEREFOR:

Time schedule for remote e-voting

Steps for e-voting:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for individual shareholders holding securities in demat mode:

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

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

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

10. General Information:

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

J. B. CHEMICALS & PHARMACEUTICALS LTD.

POSTAL BALLOT NOTICE (Contd.)

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J.B. Chemicals & Pharmaceuticals Lt Proxy Solicitation & Information Statement 2023