JHS Svendgaard Laboratories Ltd. — Proxy Solicitation & Information Statement 2024

Jun 10, 2024

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

To, The Secretary, National Stock Exchange of India Limited, Exchange Plaza, 5[th] Floor, Plot C/1, Block-G, BKC, Bandra (E), Mumbai-400051

Symbol: JHS

To, The Manager, Listing Department BSE Limited, PJ Towers, Dalal Street, Mumbai – 400001

Scrip Code: 532771

Subject : Notice of Extra-Ordinary General Meeting (EGM) of JHS Svendgaard Laboratories Limited (“the Company”).

Dear Sir/ Ma’am,

Pursuant to Regulations 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulation” ) we are enclosing the Notice of the Extra-Ordinary General Meeting ( EGM ) along with the Explanatory Statement of the Company scheduled to be held on Thursday, July 04, 2024 at 1:00 P.M. (IST) through Video Conference (VC)/ Other Audio-Visual Means (OAVM).

Please note that the aforesaid Notice is also uploaded on the Company's website at www.svendgaard.com and on the website of NSDL at www.evoting.nsdl.com.

You are requested to kindly take the same on record.

For JHS Svendgaard Laboratories Limited

Digitally signed by KOMAL JHA KOMAL JHA Date: 2024.06.10 16:16:21 +05'30' Komal Jha Company Secretary & Compliance Officer

Encl: a/a

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

NOTICE TO SHAREHOLDERS

NOTICE is hereby given that the Extra-Ordinary General Meeting (‘EGM’) of the Members of JHS Svendgaard Laboratories Limited (the “Company” ) will be held on Thursday, July 04, 2024 , at 1:00 P.M. (IST) through Video Conference (VC)/ Other Audio-Visual Means (OAVM) facility, to transact the businesses as mentioned below.

The proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company at Trilokpur Roadkala AMB Distt Sirmaur, Himachal Pradesh -173030, India, which shall be the deemed venue of the EGM.

Special Business:

Item No. 1 : Issuance of Equity shares to the persons belonging to ‘Non-Promoter Category’ on Preferential Basis.

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

“RESOLVED THAT pursuant to the provisions of Sections 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “Companies Act” ) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies (Share Capital and Debentures) Rules, 2014, as amended and other relevant rules made there under [including any statutory modification(s) thereto or re-enactment thereof for the time being in force], enabling provisions in Memorandum and Articles of Association of the Company, provisions of the uniform listing agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited, the stock exchanges where the shares of the Company are listed (“Stock Exchange(s)” ), and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India ( “SEBI” ), as amended including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ( “SEBI ICDR Regulations” ), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ), as amended, the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 ( “Takeover Regulations” ) as amended, the Foreign Exchange Management Act, 1999 as amended and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by Ministry of Corporate Affairs, SEBI, RBI and / or any other competent authorities, and subject to the approvals, consents, permissions and / or sanctions, as may be required from the Government of India, SEBI, Stock Exchange(s), and any other relevant statutory, regulatory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and/or modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and / or sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee, which the Board has constituted or may hereafter constitute, to exercise one or more of its powers, including the powers conferred hereunder), the consent of the members of the Company be and is hereby accorded to the Board to create, issue,

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

offer and allot, on a preferential basis up to 72,07,204 (Seventy-Two Lakh Seven Thousand Two Hundred and Four) Equity shares of face value of Rs.10/- (Rupees Ten only) each ( “Equity Shares” ) for cash, at an issue price of Rs. 27.75/- (Rupees Twenty-Seven and Seventy-Five Paisa Only) per equity share (including a premium of Rs. 17.75/- per equity share), determined in accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, for an aggregate amount of up to Rs.19,99,99,911/- (Rupees Nineteen Crore Ninety-Nine Lakh Ninety-Nine Thousand Nine Hundred and Eleven Only), on such terms and conditions and in such manner as may be finalized by the Board, to the below mentioned persons/entities belonging to the “Non-Promoter” category (“ Proposed Allottees ”) in the manner as follows:

#	Name of the Proposed Allottee	Category	No. of Equity shares proposed to be issued	Amount in Rupees (upto)
1	M/s Puran Associates Private Limited	Non-Promoter	18,01,801	4,99,99,977.75
2	M/s MilkyInvestment and TradingCompany	Non-Promoter	18,01,801	4,99,99,977.75
3	M/s M. B. Finmart Private Limited	Non-Promoter	18,01,801	4,99,99,977.75
4	M/s VIC Enterprises Private Limited	Non-Promoter	18,01,801	4,99,99,977.75
Total			72,07,204	19,99,99,911.00

RESOLVED FURTHER THAT in terms of the provisions of Regulation 161 of Chapter V of SEBI ICDR Regulations, the Relevant Date for determining the minimum issue price shall be Tuesday, June 04, 2024, being the date which is 30 days prior to the date of the Extra-Ordinary General Meeting of the shareholders of the Company scheduled to be held on Thursday, July 04, 2024.

RESOLVED FURTHER THAT the aforesaid issue of Equity shares shall be subject to the following terms and conditions:

• (a) The Equity shares to be issued and allotted shall be fully paid up and rank pari-passu with the existing equity shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company .

• (b) The Equity Shares shall be allotted by the Company to the Proposed Allottees in dematerialized form within a period of 15 (Fifteen) days from the date of receipt of Members’ approval, provided that, where the issue and allotment of the said Equity Shares is pending on account of pendency of approval of any Regulatory Authority (including, but not limited to NSE, BSE and/or SEBI) or the Government of India, the issue and allotment shall be completed within a period of 15 (Fifteen) days from the date of receipt of last of such approvals.

• (c) The price determined above shall be subject to appropriate adjustments as permitted under the rules, regulations, and laws, as applicable from time to time.

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

• (d) The entire pre-preferential equity shareholding of the Proposed Allottee, if any, shall be subject to lock-in as per Regulation 167(6) of the SEBI ICDR Regulations.

• (e) The Equity Shares to be allotted shall be subject to lock-in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations and any other applicable law for the time being in force.

• (f) The Equity Shares to be allotted to the Proposed Allottees shall be listed on the stock exchanges where the existing equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals as the case may be.

• (g) The Equity shares to be offered/issued and allotted shall not be sold, transferred, hypothecated, or encumbered in any manner during the period of lock in provided under the SEBI ICDR Regulations except to the extent and in the manner permitted thereunder.

• (h) The Proposed Allottee shall, on or before the date of allotment of equity shares, pay an amount equivalent to 100% of the consideration for the Equity Shares to be allotted in line with the requirements of Regulation 169(1) of the SEBI ICDR Regulations.

• (i) The consideration for allotment of Equity Shares shall be paid to the Company from the bank account of the Proposed Allottee.

RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot such number of Equity Shares as may be required or as may be necessary in accordance with the terms of the offer, and all such equity shares shall be ranking pari-passu with the existing equity shares of the Company in all respects including dividend.

RESOLVED FURTHER THAT subject to the receipt of such approvals as may be required under applicable laws, consent of the members be and is hereby accorded to record the name and details of the Proposed Allottees in such form as applicable and make an offer to the Proposed Allottees through Letter of Offer/ Private Placement Offer Letter cum application letter in Form PAS-4 or such other form as prescribed under the Act and SEBI ICDR Regulations containing the terms and conditions ( “Offer Document” ) after passing of this resolution and receiving any applicable regulatory approvals with a stipulation that the allotment would be made only upon receipt of in-principle approval from the Stock Exchanges and within the timelines prescribed under the applicable laws.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Equity Shares, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors and Mrs. Komal Jha, Company Secretary and Compliance officer of the Company be and are hereby authorized

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

severally on behalf of the Company to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, desirable or expedient, including without limitation to make application to Stock Exchanges for obtaining of in-principle approval, listing of shares, filing of requisite documents with the Registrar of Companies (ROC), National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, to resolve and settle any questions and difficulties that may arise in the proposed issue, offer and allotment of the said Equity Shares, utilization of issue proceeds, signing of all deeds and documents as may be required without being required to seek any further consent or approval of the shareholders.”

Item No. 2 : Issuance of Fully Convertible Warrants to the persons belonging to ‘Promoter and Promoter Group’ and ‘Non-Promoter’ Category on Preferential Basis.

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

“RESOLVED THAT pursuant to the provisions of Sections 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “Companies Act” ) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies (Share Capital and Debentures) Rules, 2014, as amended and other relevant rules made there under [including any statutory modification(s) thereto or re-enactment thereof for the time being in force], enabling provisions in Memorandum and Articles of Association of the Company, provisions of the uniform listing agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited, the stock exchanges where the shares of the Company are listed ( “Stock Exchange(s)” ), and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India ( “SEBI” ), as amended including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ( “SEBI ICDR Regulations” ), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ), as amended, the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 ( “Takeover Regulations” ) as amended, the Foreign Exchange Management Act, 1999 as amended and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by Ministry of Corporate Affairs, SEBI, RBI and / or any other competent authorities, and subject to the approvals, consents, permissions and / or sanctions, as may be required from the Government of India, SEBI, Stock Exchange(s), and any other relevant statutory, regulatory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and/or modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and / or sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee, which the Board has constituted or may hereafter constitute, to exercise one or more of its powers, including the powers conferred hereunder), the consent of the members of the Company be and is hereby accorded to the Board to create, issue, offer and allot, on a preferential basis upto 36,03,602 (Thirty-Six Lakh Three Thousand Six Hundred and Two) Fully Convertible Warrants ( “Warrants” ) at an issue price of Rs. 27.75/- (Rupees Twenty-Seven and Seventy-Five Paisa Only) per warrant, determined in accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, to be convertible at an option of Warrant holder(s) in one or more tranches, within 18 (Eighteen) months from its allotment date into equivalent number

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

of fully paid-up equity shares of face value of Rs.10/- each, for cash, for an aggregate amount of up to Rs.9,99,99,955.50/- (Rupees Nine Crore Ninety-Nine Lakh Ninety-Nine Thousand Nine Hundred Fifty-Five and Fifty Paisa Only), and to issue Fresh Equity shares on the conversion of Warrants on such further terms and conditions as may be finalized by the Board of Directors, to the below mentioned person belonging to the “Promoter & Promoter Group” and “Non-Promoter” category (“ Proposed Allottees ”) in the manner as follows:

#	Name of the Proposed Allottee	Category	No. of Warrants to be issued	Amount in Rupees (upto)
1.	Nikhil Nanda	Promoter	18,01,801	4,99,99,977.75
2.	Coeus Global Opportunities Fund	Non-Promoter	18,01,801	4,99,99,977.75
Total			36,03,602	9,99,99,955.50

RESOLVED FURTHER THAT in terms of the provisions of Regulation 161 of Chapter V of SEBI ICDR Regulations, the Relevant Date for determining the minimum issue price shall be Tuesday, June 04, 2024, being the date which is 30 days prior to the date of the Extra-Ordinary General Meeting of the shareholders of the Company scheduled to be held on Thursday, July 04, 2024.

RESOLVED FURTHER THAT the aforesaid issue of Warrants shall be subject to the following terms and conditions:

• (a) The conversion of warrants into equity shares shall happen at any time within a period of Eighteen (18) months from the date of allotment of warrants in terms of SEBI ICDR Regulations ( the “Warrant Exercise Period” ).

• (b) The Proposed Allottee shall, on or before the date of allotment of Warrants, pay an amount equivalent to at least 25% of the Warrant Issue Price fixed per Warrant, in terms of the SEBI ICDR Regulations, 2018, which will be kept by the Company to be adjusted and appropriated against the Warrant Issue Price of the Equity Shares. The balance 75% of the Warrant Issue Price shall be payable by the Warrant Holder at the time of exercising the Warrants.

• (c) Warrants being allotted to the Proposed Allottee, and the Equity Shares proposed to be allotted pursuant to the conversion of these Warrants shall be under lock-in for such period as may be prescribed under SEBI ICDR Regulations.

• (d) Warrants so allotted under this resolution and Equity shares arising on conversion thereof shall not be sold, transferred, hypothecated, or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under.

• (e) Warrants shall be allotted by the Company only in dematerialized form.

• (f) The consideration for allotment of Warrants and/or Equity Shares arising out of exercise of such Warrants shall be paid to the Company from the bank account of the Proposed Allottee.

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

• (g) In the event the Warrant Holder(s) do not exercise Warrants within the Warrant Exercise Period, the Warrants shall lapse, and the amount paid upfront shall stand forfeited by the Company.

• (h) The Warrants by itself until converted into Equity Shares, do not give to the Warrant Holder any voting rights in the Company in respect of such Warrants.

RESOLVED FURTHER THAT the Equity Shares proposed to be so allotted upon conversion of Warrants shall rank pari-passu in all respects including as to dividend, with the existing fully paid-up Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company, subject to the relevant provisions contained in the Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT subject to the receipt of such approvals as may be required under applicable laws, consent of the members be and is hereby accorded to record the name and details of the Proposed Allottees in Form PAS-5 and make an offer to the Proposed Allottees through Letter of Offer/ Private Placement Offer Letter cum application letter in Form PAS-4 or such other form as prescribed under the Act and SEBI ICDR Regulations containing the terms and conditions ( “Offer Document” ) after passing of this resolution and receiving any applicable regulatory approvals with a stipulation that the allotment would be made only upon receipt of in-principle approval from the recognized nationwide Stock Exchanges and within the timelines prescribed under the applicable laws.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Warrants, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company and Mrs. Komal Jha, Company Secretary & Compliance Officer of the Company, be and are hereby authorized severally on behalf of the Company to take all actions and to do all such acts, deeds, matters and things and perform such actions as it may, in its absolute discretion, deem necessary, proper or desirable for such purpose, authorize any person including to issue and allot such number of Equity Shares of the Company as may be required to be issued and allotted upon exercise of the option in the Warrants held by the holder(s) of the Warrants, application to Stock Exchanges for obtaining of in-principle approval, listing of the equity shares allotted pursuant to conversion of warrants, filing of requisite documents with the Registrar of Companies and with any other regulatory authority as required, and to modify, accept and give effect to any modifications in the terms and conditions of the issue as they may deem fit, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Preferential Issue) and to authorize all such person as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchanges as appropriate and utilization of proceeds of the Preferential Issue,

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.”

By order of the Board of Directors For JHS Svendgaard Laboratories Limited

Place: New Delhi Date: June 10, 2024

Sd/Komal Jha Company Secretary & Compliance Officer

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

::NOTES::

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) setting out material facts concerning the special business matters, is annexed hereto.

2. Pursuant to General Circulars No.14/2020 dated April 8,2020, No.17/2020 dated April 13, 2020, No.20/2020 dated May 5, 2020, No. 02/2021 dated January 13, 2021, No. 21/2021 dated December 14, 2021, No. 2/2022 dated May 5, 2022, No. 10/2022 dated December 28, 2022 and No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (collectively referred to as ‘MCA Circulars’),the Company is convening the Extra Ordinary General Meeting (the EGM/the meeting) through Video Conferencing(VC)/Other Audio Visual Means (OAVM), without the physical presence of the Members at a common venue. Further, Securities and Exchange Board of India (SEBI), its Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023 and October 7, 2023 (SEBI Circulars) and other applicable circulars issued in this regard, have provided relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(Listing Regulations).

3. Pursuant to the provisions of the Companies Act, 2013, a member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company, however, since this EGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to the Notice.

4. Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/JPEG Format) of its Board Resolution or governing body Resolution / Authorization etc., authorizing its representative to attend the EGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution /Authorization shall be sent to the Scrutinizer by email through their registered email address to mohit@legaltank.in with copies marked to the Company at investors@svendgaard.com and evoting@nsdl.co.in.

5. Registration of email ID and Bank Account details:

In case the shareholder’s email ID is already registered with the Company/its Registrar & Share Transfer Agent “RTA”/Depositories, the log in details for e-voting are being sent to the registered email address.

In case the shareholder has not registered his/her/their email address with the Company/its RTA/ Depositories and have not updated the Bank Account mandate for receipt of dividend, the following instructions to be followed:

• a) Members are requested to send all communications relating to shares, unclaimed dividends, change of address, bank details, email address etc. to the Registrar and Share Transfer Agent at its address: 4E/2 Jhandewalan Extension, New Delhi -110 055.

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

• b) In the case of Shares held in Demat mode:

  • The shareholder may please contact the Depository Participant (“DP”) and register the email address and bank account details in the demat account as per the process followed and advised by the DP.

• The Notice of the EGM is being sent only by electronic mode to those Members whose email addresses are registered with the Company / Depositories in accordance with the aforesaid MCA and SEBI circulars. Members may note that the Notice of EGM will also be available on the Company’s website: www.svendgaard.com , websites of the Bombay Stock Exchange Ltd at www.bseindia.com, National Stock Exchange of India Limited at www.nseindia.com and is also available at NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com. Members can attend and participate in the Extra Ordinary General Meeting through VC / OAVM facility only.

• Members attending the meeting through VC / OAVM shall be counted for the purposes of reckoning the quorum under Section 103 of the Companies Act, 2013.

• The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN details to the Registrar and Share Transfer Agent.

• Members who wish to inspect the Statutory Registers maintained under the Companies Act, 2013 and relevant documents referred to in this Notice of EGM and explanatory statement on the date of EGM in electronic mode can send an email to investors@svendgaard.com. The Company has been maintaining, inter alia, the statutory registers at its registered office. In accordance with the MCA Circulars, the said registers will be made accessible for inspection through electronic mode and shall remain open and be accessible to any member during the continuance of the meeting.

• Members of the Company holding shares either in physical form or in dematerialized forms as on cutoff date i.e., Thursday, June 27, 2024 , will be entitled to vote on the resolutions proposed in the Notice.

• Information relating to e-voting and other instructions are as under:

• a) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. The Company has engaged the services of National Securities Depository Limited as the Agency to provide e-voting facility for voting through remote e- Voting, for participation in the EGM through VC/OAVM Facility and e-Voting during the EGM.

• b) The Board of Directors of the Company has appointed Mr. Mohit Dahiya, (CP No. [23052]) Partner of M/s Dahiya & Associates, New Delhi as Scrutinizer to scrutinize the voting and remote e voting process in fair and transparent manner and he has communicated his willingness to be appointed and will be available for same purpose.

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

• c) Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member / beneficial owner (in case of electronic shareholding) as on the cut-off date i.e. Thursday, June 27, 2024.

• d) Remote e-voting will commence at 09:00 A.M. on Monday, July 01, 2024 and will end at 05:00 P.M. on Wednesday, July 03, 2024, when remote e-voting will be blocked by NSDL.

12. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1000 members on a first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors and Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

1. Remote e-Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:

As per SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode can 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 to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -

The remote e-voting period begins 09:00 A.M. on Monday, July 01, 2024 and will end at 05:00 P.M. on Wednesday, July 03, 2024. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Thursday, June 27, 2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Thursday, June 27, 2024.

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

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below :

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. 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 “Beneficial 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 or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://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 ore-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period or

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558 joining virtual meeting & voting during the meeting.

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

==> picture [200 x 116] intentionally omitted <==

Individual Shareholders holding securities in demat mode with CDSL

1. 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.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

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 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.

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.

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

	CIN : L74110HP2004LC027558
	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 or joining virtual meeting & voting during the meeting.

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.\

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.com or call at 022 - 4886 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.com or contact at toll free no. 1800 22 55 33

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

==> picture [487 x 49] intentionally omitted <==

CIN : L74110HP2004LC027558

==> picture [150 x 94] intentionally omitted <==

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

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. 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.

4. 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.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) 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**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) 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

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial

==> picture [487 x 49] intentionally omitted <==

CIN : L74110HP2004LC027558

==> picture [150 x 94] intentionally omitted <==

password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c) How to retrieve your ‘initial password’?

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

  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

• If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

• a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

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

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

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

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

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. 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.

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

==> picture [173 x 11] intentionally omitted <==

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

CIN : L74110HP2004LC027558
----- End of picture text -----

1. Upon confirmation, the message “Vote cast successfully” will be displayed.

2. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

3. Once you confirm your vote on the resolution, you will not be allowed to modify your vote

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to mohit@legaltank.in with a copy marked to evoting@nsdl.com . Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. 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.

3. In case of any queries, you 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.: 022 - 4886 7000 or send a request to Pallavi Mhatre at evoting@nsdl.com

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:

1. 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 cs@svendgaard.com.

2. 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) cs@svendgaard.com. If you are an Individual Shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

3. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

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

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM/AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e- Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

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

1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at cs@svendgaard.com.on on or before between Monday, July 01, 2024 . The same will be replied by the company suitably.

By order of the Board of Directors For JHS Svendgaard Laboratories Limited

Place: New Delhi Date: June 10, 2024

Sd/Komal Jha Company Secretary & Compliance Officer

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

As required under Section 102 of the Companies Act, 2013 (including any re-enactment(s) made thereunder, if any, for the time being in force) (hereinafter referred to as the “Companies Act” ), the following explanatory statement sets out all material facts relating to the Special Business mentioned in Item No. 01 & 02 of the accompanying Notice:

Item No. 1 & 2: Issuance of Equity shares and Fully Convertible Warrants on a Preferential Basis.

The Special Resolution contained in Item No. 1 & 2 of this Notice, has been proposed pursuant to the provisions of Sections 23(1)(b), 42 and 62 of the Companies Act, 2013, read with the applicable rules made thereunder, to issue and allot, the following securities on a preferential basis:

1. Up to up to 72,07,204 (Seventy-Two Lakh Seven Thousand Two Hundred and Four) Equity Shares of Face value of Rs. 10/- each (“Equity Shares”) , at an Issue price of Rs. 27.75/- (Rupees Twenty-Seven and Seventy-Five Paisa Only) each, for cash, as determined by the Board in accordance with the provisions of Chapter V of SEBI ICDR Regulations, 2018 as amended, aggregating up to Rs.19,99,99,911/- (Rupees Nineteen Crore Ninety-Nine Lakh Ninety-Nine Thousand Nine Hundred and Eleven Only).

2. Up to 36,03,602 (Thirty-Six Lakh Three Thousand Six Hundred and Two) Fully Convertible Warrants (“Warrants”) , at an issue price of Rs. 27.75/- (Rupees Twenty-Seven and Seventy-Five Paisa Only) each, determined by the Board in accordance with the provisions of Chapter V of SEBI ICDR Regulations, 2018 as amended, aggregating up to Rs. 9,99,99,955.50/- (Rupees Nine Crore Ninety-Nine Lakh Ninety-Nine Thousand Nine Hundred Fifty-Five and Fifty Paisa Only).

The proposed Preferential Issue shall be made in terms of provisions of Chapter V of the SEBI ICDR Regulations, 2018 and applicable provisions of Companies Act, 2013. The said proposal has been considered and approved by the Board in their meeting held on Tuesday, June 04, 2024 .

The approval of the members of the Company for items set out in item no 1 & 2 is accordingly being sought by way of a ‘Special Resolution’ under Sections 42, and 62(1)(c) of the Companies Act, 2013, read with the rules made thereunder, and Regulation 160 of the SEBI ICDR Regulations.

The details of the issue and other particulars as required in terms of Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Regulation 163 of the SEBI ICDR, Regulations are set forth below:

I. Objects of the Preferential Issue

For the purpose of Item No. 1 & 2, the Company intends to utilize the proceeds raised through the issuance

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

of Equity Shares and Warrants (“Issue Proceeds”) towards the following objects:

1. For setting up new plant manufacturing facility.

2. For General Corporate Purposes.

(Hereinafter collectively referred to as “ Objects ”)

Utilization of Proceeds

As the funds to be received against the issue of Equity Shares, allotment of Warrants and conversion of Warrants into Equity Shares, will be in tranches and the quantum of funds required on different dates may vary therefore, the Broad Range of intended use of the Issue Proceeds of the Issue is as under:

S. No.	Particulars	Total estimated amount to be utilized **(Rs. In Lakh) ***	Tentative timelines for utilization of issue proceeds from the date of receipt of funds
1	For setting up new project in Jammu and Kashmir, under the new Industrial Development Scheme - 2021-30, J&K, India.	2,249.99	By January 15, 2026
2	For General Corporate Purposes	750	ByJanuary15, 2026
Total		2,999.99

() considering 100% conversion of Warrants into Equity Shares within the stipulated time. Note:*

• All decimals have been rounded off to two decimal points.

• In terms of NSE Notice No. NSE/CML/2022/56 and BSE Notice No. 20221213-47, dated December 13, 2022, the amount specified for the above-mentioned object of issue size may deviate +/- 10% depending upon the future circumstances.

Schedule of Implementation and Deployment of Funds

The Net Issue Proceeds to be received by the Company on the allotment of Equity Shares and Warrants, within 18 (eighteen) months period from the date of allotment of the warrants in terms of Chapter V of the SEBI ICDR Regulations and as estimated by our management, the entire proceeds received from the issue would be utilized for all the above-mentioned objects, in phases, as per the Company’s business requirements and availability of issue proceeds, latest by January 15, 2026.

Interim Use of Proceeds

Our Company, in accordance with the policies formulated in accordance with the applicable laws and guidelines and description as given in this Notice, will have flexibility to deploy the Gross Proceeds.

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

Pending utilization of the Gross Proceeds for the purposes described above, our Company intends to deposit the Gross Proceeds only with scheduled commercial banks included in the second schedule of the Reserve Bank of India Act, 1934.

II. Monitoring of Utilization of Funds

Since the issue size for both the issue of Equity Shares and Warrants does not exceed Rs. 100 Crore, therefore, the Company is not required to appoint a Monitoring agency to monitor the issue in terms of the provisions of Regulation 162A of the SEBI ICDR Regulations.

III. Particulars of the offer including date of passing of board resolution, kind of securities offered, maximum number of specified securities to be issued:

The Board of Directors of the Company at their meeting held on Tuesday, June 04, 2024 , had, subject to approval of the members of the Company (“members”) and such other approvals as may be required, approved the issue of up to 72,07,204 Equity shares of face value of Rs. 10 each, to the persons belonging to “Non-Promoter” Category, and up to 36,03,602 Fully Convertible Warrants, each carrying a right exercisable by the warrant holder to subscribe to Equity share of the face value of Rs.10 each, to the person belonging to the “Promoter & Promoter Group” and “Non-Promoter” category, at an issue price of Rs. 27.75 /- each, determined in terms of Chapter V of SEBI ICDR Regulations.

In respect of the Equity shares proposed to be allotted, an amount equivalent to 100% of the consideration for the Equity shares shall be payable at the time of allotment of Equity shares.

In respect of the Warrants proposed to be allotted, an amount equivalent to 25% of the Warrant Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% of the Warrant Price shall be payable by the Warrant holder against each Warrant at the time of allotment of Equity Shares pursuant to exercise of the options attached to Warrant(s) to subscribe to Equity Share(s).

IV. The intent of the promoters, directors, key management personnel or senior management of the issuer to subscribe to the offer.

Except as follows, none of the promoters, directors, key management personnel or senior management of the issuer intent to subscribe to the offer under Item No. 1 & 2:

S. No.	Name of the Proposed Allottees	Category	Type of Security	Number of Security
1	Nikhil Nanda	Promoter	Fully Convertible Warrants	Up to 18,01,801

V. The Shareholding Pattern of the issuer before and after the preferential issue:

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

The shareholding pattern of the Company before and after the proposed preferential issue to ‘Promoter and Promoter Group’ is likely to be as follows:

Category	Pre issue	Pre issue	Equity	Post Issue	Post Issue	Warrants to	Post Issue	Post Issue
	Shareholding		Shares to	Shareholding		be allotted	Shareholding
	Structure		be allotted	Structure			Structure
							(Presuming full
							conversion of
							warrants)
(A) Promoter	No. of	%		No. of	%		No. of	%
Shareholding	Shares			Shares			Shares
(1) Indian
(a) Individuals & HUF	2,95,81,318	37.73	-	2,95,81,318	34.56	18,01,801	3,13,83,119	35.18
(b) Bodies Corporate	-	-	-	-	-	-	-	-
Sub Total (A)(1)	2,95,81,318	37.73	-	2,95,81,318	34.56	18,01,801	3,13,83,119	35.18
(2) Foreign promoters	-	-	-	-	-	-	-	-
Total Promoter shareholding A=A1 +A2	2,95,81,318	37.73	-	2,95,81,318	34.56	18,01,801	3,13,83,119	35.18
(B) Public Shareholding
B1) Institutional Investors	49,85,875	6.36	-	49,85,875	5.82	18,01,801	67,87,676	7.61
B2) Central Govt./Stat Govt./POI	-	-	-	-	-	-	-	-
B3) Non- Institutional Investors	-	-	-	-	-	-	-	-
Individuals	3,37,93,830	43.11	-	3,37,93,830	39.48	-	3,37,93,830	37.88
Foreign Companies	15,00,000	1.91	-	15,00,000	1.75	-	15,00,000	1.68
Body Corporate	59,41,732	7.58	72,07,204	1,31,48,936	15.36	-	1,31,48,936	14.74
Others (Including HUF, LLP & NRI)	25,94,007	3.31	-	25,94,007	3.03	-	25,94,007	2.91
Total Public Shareholding B=B1+B2+B3	4,88,15,444	62.27	72,07,204	5,60,22,648	65.44	18,01,801	5,78,24,449	64.82

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

					CIN : L74110HP2004LC027558	CIN : L74110HP2004LC027558	CIN : L74110HP2004LC027558	CIN : L74110HP2004LC027558
C) Non- Promoter – Non-Public	-	-	-	-	-	-	-	-
Grand Total (A+B+C)	7,83,96,762	100.00	72,07,204	8,56,03,966	100.00	36,03,602	8,92,07,568	100.00

Notes:

1. The pre-issue shareholding pattern is as on Friday, June 07, 2024.

2. Post shareholding structure may change depending upon any other corporate action in between.

3. The Warrants to be converted over a period of 18 months from the date of allotment.

4. Above percentages have been calculated on the basis of post preferential issue capital on fully diluted basis.

VI. Proposed time frame within which the Preferential Issue shall be completed:

As required under the SEBI (ICDR) Regulations, preferential allotment of the said Equity Shares and Warrants shall be completed within a period of 15 (fifteen) days from the date of passing of special resolutions at Item No. 1 & 2. Provided that where the allotment is pending on account of receipt of any approval or permission from any regulatory authority, if applicable, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of last of such approvals or permissions. Further, The Warrants may be exercised by the Warrant holder, in one or more tranches, at any time on or before the expiry of 18 months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised along with the aggregate amount payable thereon. The Company shall accordingly, without any further approval from the shareholders of the Company, allot the corresponding number of Equity Shares in dematerialized form.

VII. Number of persons to whom allotment on a preferential basis has already been made during the year, in terms of the number of securities as well as price:

Not Applicable since the Company has not made preferential issue of any Security during the year.

VIII. The identity of the natural persons who are the ultimate beneficial owners of the Warrants and Equity Shares proposed to be allotted and/or who ultimately control the proposed allottee(s):

Identity of the ultimate beneficial owners of the securities proposed to be allotted:

S. No.	Name of the Proposed Allottees	Category	Name of the Beneficial Owners
1	Mr. Nikhil Nanda	Promoter	Allottee being a Natural person the beneficial owner details not applicable
2	M/s Coeus Global Opportunities Fund	Non- Promoter	Li Hoy Choo LI KIM FOR
3	M/s Puran Associates Private Limited	Non- Promoter	Mr. Anand Chand Burman and Ms. MinnieBurman

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

			CIN : L74110HP2004LC027558
S. No.	Name of the Proposed Allottees	Category	Name of the Beneficial Owners
4	M/s Milky Investment and Trading Company	Non- Promoter	Mr. Anand Chand Burman and Ms. Minnie Burman
5	M/s M.B. Finmart Private Limited	Non- Promoter	Mr. Mohit Burman
6	M/s VIC Enterprises Private Limited	Non- Promoter	Mr. Vivek Chand Burman

IX. The percentage of post preferential issue capital that may be held by the allottee(s) pursuant to the preferential issue.

#	Name of the Proposed Allottee	Pre-Shareholding Structure	Pre-Shareholding Structure	Equity Shares to be allotted	Post-Issue Shareholding Structure	Post-Issue Shareholding Structure	War rants to be allott ed	Post Issue Shareholding structure (Presuming full conversion of Warrants) #	Post Issue Shareholding structure (Presuming full conversion of Warrants) #
		No. of shares	%		No. of shares	%		No. of shares	%
1	Nikhil Nanda	2,64,94,102	33.79	-	2,64,94,10 2	30.95	18,01 ,801	2,82,95,90 3	31.7 2
2	M/s. Coeus Global Opportuni tiesFund	-	-	-	-	-	18,01 ,801	18,01,801	2.02
3	M/s Puran Associates Private Limited	-	-	18,01,801	18,01,801	2.10	-	18,01,801	2.02
4	M/s Milky Investmen t and Trading Company	-	-	18,01,801	18,01,801	2.10	-	18,01,801	2.02
5	M/s M.B. Finmart Private Limited	-	-	18,01,801	18,01,801	2.10	-	18,01,801	2.02
6	M/s VIC Enterprise s Private Limited	-	-	18,01,801	18,01,801	2.10	-	18,01,801	2.02

(#) These percentages have been calculated on the basis of post-preferential share capital of the Company on fully diluted basis, which may vary depending upon any other corporate action in between.

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

X. Consequential changes in the Voting Rights, change in control and change in the Management, if any, in the issuer consequent to the preferential issue:

As a result of the proposed preferential issue of Equity Shares and Warrants and allotment of Equity shares upon conversion of the warrants, there will be no change in the control or management of the Company. However, voting rights will change in tandem with the shareholding pattern.

XI. Lock-in Period:

• (a) Equity Shares, Warrants and the Equity Shares to be allotted upon conversion of the warrants, shall be subject to lock-in in accordance with Chapter V of the SEBI ICDR Regulations.

• (b) The entire pre-preferential allotment shareholding, if any, of the Proposed Allottees, shall be lockedin as per Chapter V of the SEBI ICDR Regulations.

XII. Issue price and Relevant Date:

In terms of Regulation 161 of SEBI ICDR Regulations, the Relevant Date for determining the floor price for the Preferential Allotment of the Equity Shares and Warrants has been reckoned as Tuesday, June 04 2024.

The Equity Shares of the Company are listed on BSE Limited ( “BSE” ) and National Stock Exchange of India Limited ( “NSE” ) (together referred to as “Stock Exchanges” ). The Existing Equity Shares of the Company are frequently traded within the meaning of explanation provided in Regulation 164(5) of Chapter V of the SEBI (ICDR) Regulations, 2018 and NSE being the Stock Exchange with higher trading volumes for the said period, has been considered for pricing in compliance with Regulation 164 of Chapter V of SEBI (ICDR) Regulations, 2018.

In compliance with Regulation 166A of the ICDR Regulations as the preferential issue to M/s Puran Associates Private Limited, M/s Milky Investment and Trading Company, M/s M.B. Finmart Private Limited and M/s VIC Enterprises Private Limited (who are Person Acting in Concert), is more than five per cent of the post issue fully diluted share capital of the Company, therefore, the minimum issue price per Equity Share and Warrant shall be the higher of the price determined through following methods:

• a) In terms of the provisions of Regulation 164 of SEBI ICDR Regulations, the price at which Equity Shares & Warrants shall be allotted, shall not be less than higher of the following:

• i. the 90 (Ninety) trading days’ volume weighted average price of the Equity Shares of the Company quoted on the NSE, preceding the Relevant Date, i.e., Rs. 27.36/- each; or

• ii. the 10 (Ten) trading days’ volume weighted average price of the Equity Shares of the Company quoted on the NSE, preceding the Relevant Date, i.e., Rs. 19.23/- each.

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

Accordingly, the minimum issue price in terms of Regulation 164 of the SEBI ICDR Regulation, is Rs. 27.36/- each, being higher of the above two prices.

• b) The price determined through Valuation report of M/s. Corporate Professionals Valuation Services Private Limited, (Registration No.: IBBI/RV/05/2019/11727). i.e., Rs. 27.63/- per Equity Share. The said report is available on the website of the Company at www.svendgaard.com .

• c) Method of determination of price as per the Articles of Association of the Company - Not applicable as the Articles of Association of the Company are silent on the determination of a floor price/ minimum price of the shares issued on preferential basis.

Accordingly, the minimum issue price of Equity Share and warrants to be allotted on Preferential basis shall be at a price of Rs. 27.63/- each, which is higher than the prices as computed above.

However, the Company has decided the issue the Equity Shares and Warrants, at an Issue Price of Rs. 27.75/- each (Rupees Twenty-Seven Rupees and Seventy-Five Paise Only).

XIII. Undertakings:

• None of the Company, its directors or Promoters are categorized as willful defaulter(s) or a fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines on willful defaulters issued by Reserve Bank of India. Consequently, the undertaking required under Regulation 163(1)(i) is not applicable.

• None of its Directors or Promoters is fugitive economic offenders as defined under the SEBI ICDR Regulations.

• As the equity shares have been listed on a recognized Stock Exchange for a period of more than 90 trading days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI ICDR Regulations governing re-computation of the price of shares shall not be applicable. Consequently, the undertaking required under Regulation 163(1)(g) and Regulation163(1)(h) is not applicable.

• None of the proposed allottees have sold or transferred any Equity Shares during the 90 trading days preceding the relevant date.

XIV. Disclosures specified in Schedule VI of ICDR Regulations, if the issuer or any of its promoters or directors is a willful defaulter or fraudulent borrower:

Not Applicable

XV. The current and proposed status of the allottee(s) post the preferential issues namely, promoter or

==> picture [487 x 49] intentionally omitted <==

==> picture [150 x 94] intentionally omitted <==

CIN : L74110HP2004LC027558

non-promoter:

S. No.	Name of the Proposed Allottees	Current Status	Post Status
1	Nikhil Nanda	Promoter	Promoter
2	M/s. Coeus Global Opportunities Fund	Non-Promoter	Non-Promoter
3	M/s Puran Associates Private Limited	Non-Promoter	Non-Promoter
4	M/s MilkyInvestment and TradingCompany	Non-Promoter	Non-Promoter
5	M/s M.B. Finmart Private Limited	Non-Promoter	Non-Promoter
6	M/s VIC Enterprises Private Limited	Non-Promoter	Non-Promoter

XVI. Practicing Company Secretary’s Certificate:

The certificate from Dahiya & Associates, CP No. 23052, Practicing Company Secretaries, certifying that the preferential issue of Equity Shares and Warrants are being made in accordance with requirements of Chapter V of SEBI ICDR Regulations has been obtained considering the said preferential issue. The copy of said certificate shall be available for inspection by the members and the same may be accessed on the Company’s website at the link www.svendgaard.com .

XVII. Details of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested in the said resolution:

Except Mr. Nikhil Nanda, being Director of the Company, none of the other Directors or key managerial personnel or their relatives are in any way concerned or interested, financially or otherwise, in the resolutions set out at item no.1 & 2 of this Notice.

The Board of Directors recommends the resolutions as set out in Item No. 1 & 2 of this notice for the issue of Equity Shares and Warrants, on a preferential basis, to the proposed allottees by way of Special Resolution.

By order of the Board of Directors For JHS Svendgaard Laboratories Limited

Place: New Delhi Date: June 10, 2024

Sd/Komal Jha Company Secretary & Compliance Officer

==> picture [487 x 49] intentionally omitted <==