White Organic Agro Limited — Proxy Solicitation & Information Statement 2022

Jan 25, 2022

WHITE ORGANIC AGRO LIMITED _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _

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312A, Kailas Plaza, VallabhBaug Lane, Ghatkopar (East), Mumbai - 400 077. INDIA Tel: +91.22.25011983 | Fax: +91.22.25011984 | Web: www.whiteorganicagro.com| Email: info@whiteorganicagro.com; CIN: L01100MH1990PLC055860

Dated: January 25, 2022

The Manager BSE Limited

Corporate Relationship Department Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001

Scrip Name/Code: WHITEORG/ 513713

Sub: Intimation under Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir / Madam,

Further to our letter dated January 24, 2022 and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the copy of Postal Ballot Notice dated January 25, 2022.

The aforesaid Notice is sent to the members whose names appear in the Register of Members/List of Beneficial Owners as on the Cut-off date being Tuesday January 25, 2022 as received from National Securities Depository Limited and Central Depository Services (India) Limited for seeking approval of Members of the Company for the following purposes:

• 1) To accord approval for increase in Authorised Share Capital of the Company,

• 2) To accord approval for alteration of Capital Clause of Memorandum of Association of the Company

The Company has engaged Central Depository Services (India) Limited (“ CDSL ”) to offer e-voting facility to all its members to enable them to cast their votes electronically.

The e-voting period will commence on Saturday, January 29, 2022 at 9.00 A.M. (IST) and ends on Sunday, February 27, 2022 at 5.00 P.M. (IST).

You are requested to take the above information on record.

Thanking You.

Yours faithfully,

For White Organic Agro Limited

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Encl: As above

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CIN: L01100MH1990PLC055860

Registered Address: 312A, Kailas Plaza, Vallabh Baug Lane, Ghatkopar East Mumbai MH 400077 IN Tel: +91.22.25011983| Fax: +91.22.25011984| Web: www.whiteorganicagro.com | E-mail: info@whiteorganicagro.com

NOTICE OF POSTAL BALLOT AND E-VOTING

NOTICE ISSUED TO MEMBERS PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013 AND RULE 20 AND 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014.

Dear Members,

Notice is hereby given pursuant to Section 110 of the Companies Act, 2013 (the “ Act ”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “ Rules ”), Clause 16 of Secretarial Standard-2 (“ SS-2 ”) including any statutory modification or re-enactment thereof for the time being in force, that White Organic Agro Limited (hereinafter referred to as the “ Company ”) is seeking the approval of the members by way of Resolutions, for the matters as considered in the resolutions appended below, through postal ballot / e-voting.

The Ministry of Corporate Affairs, Government of India (“ MCA ”) in terms of the General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021 and 19/2021 dated December 08, 2021 („„ MCA Circulars ‟‟), in view of the current extraordinary circumstances due to COVID-19 pandemic requiring social distancing, have advised the companies to take all decisions of urgent nature requiring members‟ approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot / e-voting in accordance with the provisions of the Act and rules made thereunder, without holding a general meeting that requires physical presence of members at a common venue.

Considering the shortcomings of conducting business in the COVID 19 scenario pertaining to restricted mobility, physical dispatch of documents and stakeholder engagement, the Company is providing e-voting facility for the Postal Ballot as an alternate, which would enable the members to cast their votes electronically , instead of casting their votes and dispatching Postal Ballot forms physically in pursuance of aforementioned circulars issued thereafter by the Ministry of Corporate Affairs (“the MCA Circulars”), in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID - 19” and subject to any other applicable laws and regulations, to transact the special businesses mentioned in this notice by the members of White Organic Agro Limited (“the Company”) by passing resolutions through postal ballot (“Postal Ballot”) only through remote e-voting;

In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Management Rules and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (hereinafter referred to as the “ SEBI Listing Regulations ”) and as per the guidelines issued by the MCA vide MCA Circulars, the Notice would be sent in electronic mode to all those shareholders who have registered their e-mail addresses with the Company or Depository Participant / Depository / Link Intime India Private Limited, the Company‟s Registrar & Transfer Agent (hereinafter referred as “ RTA ” or “ Link Intime ”) as on January 25, 2022.

The members holding equity shares of the Company are requested to carefully read all the instructions given in the notes.

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The Explanatory Statement pursuant to the Section 102 of the Act pertaining to the said resolutions setting out the material facts concerning the item and the reasons thereof, is also appended. The said resolution and explanatory statement are being sent to you for your consideration pursuant to Rule 22 of the Rules.

The Board of Directors of the Company has appointed Ms. Rachana Maru Furia, of M/s. Rachana Maru Furia & Associates Practicing Company Secretaries (Membership No. FCS- 11530 & CP No.-16210), as the Scrutinizer for conducting the Postal Ballot / e-voting process in a fair and transparent manner. The Scrutinizer will submit her Report to the Board of Director after completion of scrutiny and the results of the postal ballot will be announced at the Registered Office of the Company at 312A, Kailas Plaza, Vallabh Baug Lane, Ghatkopar (East), Mumbai - 400 077 at 3.00 P.M. on Monday, February 28, 2022 by any Director / Company Secretary of the Company.

The results of the postal ballot/e-voting will be displayed at the registered office of the Company and intimated/communicated to BSE Limited (the “ BSE ”) where the equity shares of the Company are listed.

The results of the postal ballot will also be displayed on the Company‟s website i.e., www.whiteorganicagro.com and on the website of Link Intime i.e., www.linkintime.co.in .

The resolutions, if passed by requisite majority, will be taken as passed effectively on the last date specified by the Company for e-voting, i.e., Sunday, February 27, 2022. The members are requested to consider and, if thought fit, pass the following resolutions:

SPECIAL BUSINESS:

1. To accord approval for increase in Authorised Share Capital of the Company

“ RESOLVED THAT pursuant to the provisions of Sections 13, 61(1)(a), 64 and all other applicable provisions, if any, of the Companies Act, 2013 (the „Act‟) read with Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), in accordance with the provisions in the Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions as may be considered necessary from appropriate Authorities and subject to such terms and conditions, the consent of the members of the Company be and is hereby accorded for the increase in Authorised Share Capital of the Company from Rs. 35,00,00,000/- (Rupees Thirty-Five Crores only) divided into 3,50,00,000 (Three Crores Fifty Lakhs) Number of Equity Shares Issuable of Rs.10/- (Rupees Ten) each to Rs. 70,00,00,000/- (Rupees Seventy Crores only) divided into 7,00,00,000 (Seven Crores) Number of Equity Shares of Rs. 10/- (Rupees Ten) each ranking pari-passu with the existing shares in all respects and the existing Clause V of the Memorandum of Association and Article of Association of the Company be altered accordingly.”

“RESOLVED FURTHER THAT any Director and / or Company Secretary / CFO of the Company or such persons as may be as delegated by the Board, be and are hereby authorized to sign, execute all the documents and file relevant forms with the Registrar of Companies, Stock Exchanges and to do all such acts, deeds and things on behalf of the Company as it may in its absolute discretion deem necessary, proper or desirable to give effect to this resolution without being required to seek further consent or approval of the Shareholders of the Company in General Meeting.”

2. To accord approval for alteration of Capital Clause of Memorandum of Association of the Company

“ RESOLVED THAT , pursuant to provisions of Sections 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013, read with rules made thereunder, (including any statutory modification(s) or any amendment(s) thereto or any substitution(s) or any re-enactment(s) thereof for the time being in force), and subject to such approvals, consents, permissions and sanctions, if any, required from any authority, the Consent of the members of the Company be and is hereby accorded to alter the existing clause V of the Memorandum of Association of the company relating to share capital by deletion of existing clause and by substituting in its place the following new clause V:

“The Authorized Share Capital of the Company is Rs. 70,00,00,000/- (Rupees Seventy Crores only) divided into 7,00,00,000 (Seven Crores) Number of Equity Shares of Face Value Rs. 10/- (Rupees Ten only) each with a power to Board of Directors to increase or reduce the capital and to consolidate or sub divide the shares and issue shares of higher or lower denomination and to attach thereto respectively such preferential, deferred, qualified or other special rights, privileges and conditions attached thereto as may be determined by or in accordance with the articles of

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association of the company and to vary, modify or abrogate any such rights, privileges or conditions or restrictions in such manner as may for the time be permitted by the articles of association of the company or the legislature provisions for the time being in force in that behalf.”

RESOLVED FURTHER THAT any Director and / or Company Secretary / CFO of the Company or such persons as may be as delegated by the Board, be and are hereby authorized to sign, execute all the documents and file relevant forms with the Registrar of Companies, Stock Exchanges and to do all such acts, deeds and things on behalf of the Company as it may in its absolute discretion deem necessary, proper or desirable to give effect to this resolution without being required to seek further consent or approval of the Shareholders of the Company in General Meeting.”

By Order of the Board White Organic Agro Limited

Sd/Darshak Rupani Managing Director DIN: 03121939

Registered office: 312A, Kailas Plaza, Vallabh Baug Lane, Ghatkopar (East), Mumbai - 400 077; Maharashtra, India

Date : 25[th] January, 2022

NOTES:

1. Explanatory statement pursuant to the provisions of Section 102 read with Section 110 of the Act, setting out the material facts pertaining to the resolutions are annexed hereto along with Postal Ballot Notice (“ Notice ”) for your consideration.

2. The Notice is being sent to all the members whose names appear in the Register of Members/List of Beneficial Owners as on the close of business hours on Tuesday, January 25, 2022 i.e. „ the cut-off date ‟. Accordingly, the members whose names appear in the Register of Members/List of Beneficial Owners, as on Tuesday, January 25, 2022 ( cut-off date) , are entitled to vote on the Resolution set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only. The voting rights of the members shall be in proportion to their equity shares held in the total paid up equity share capital of the Company as on the cut-off date i.e. Tuesday, January 25, 2022.

3. This Notice along with the instructions regarding e-voting is being sent by e-mail to all those Members, whose e-mail addresses are registered with the Company or with the National Securities Depository Limited and Central Depository Services (India) Limited and whose names appear in the Register of Members/list of Beneficial Owners as on the Cut-off Date, in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“ MCA ”) for holding general meetings/conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021 and 19/2021 dated December 08, 2021 („„ MCA Circulars ‟‟). The Notice shall also be uploaded on the website of the Company i.e., www.whiteorganicagro.com, on the website of Link Intime, i.e., www.linkintime.co.in and on the website of CDSL i.e., https://www.cdslindia.com/.

4. In compliance with provisions of Section 110 and other applicable provisions of the Act read with the Companies (Management & Administration) Rules, 2014, the Company is pleased to offer e-voting facility to all the Members of the Company. For this purpose, the Company has engaged CDSL as the agency for facilitating remote e-voting to enable the Members to cast their votes electronically (“remote e-voting”).

5. On account of threat posed by COVID-19 and in terms of the MCA Circulars, the Company will send Postal Ballot Notice in electronic form only and hard copy of Postal Ballot Notice along with Postal Ballot forms and pre-paid business envelope will not be sent to the members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the members would take place through the remote e-voting system only. Therefore, those members who have not yet registered their email address are requested to get their email addresses registered by following the procedure given in “THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING”.

6. E-voting shall commence on, Saturday, January 29, 2022 at 9.00 A.M. (IST) and ends on Sunday, February 27, 2022 at 5.00 P.M. (IST). The e-voting module shall be disabled for voting thereafter.

7. The Board of the Company has appointed Ms. Rachana Maru Furia, of M/s. Rachana Maru Furia & Associates, Practicing Company Secretaries (Membership No. FCS- 11530 & CP No.-16210), as the Scrutinizer (hereinafter referred as the “ Scrutinizer ”) for conducting the Postal Ballot and e-voting process in a fair and transparent manner.

8. Upon completion of scrutiny of the votes, Scrutinizer will submit her Report to the Board of Directors and the results of the postal ballot will be announced at the Registered Office of the Company at 312A, Kailas Plaza, Vallabh Baug Lane, Ghatkopar (East), Mumbai - 400 077 at 3.00 P.M. on Monday, February 28, 2022 by any Director / Company Secretary of the Company. The Results of the E-voting/Postal Ballot will be declared on Monday, February 28, 2022, at the registered office of the Company and displayed on the website of the Company, on the website of Link Intime and intimated to BSE Limited, Stock Exchange on which the equity shares of the Company are listed.

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1. The Postal Ballot Notice is also being uploaded on the Company‟s website, i.e., www.whiteorganicagro.com and of Link Intime, i.e., www.linkintime.co.in.

2. The Resolutions, if passed by requisite majority shall be deemed to have been passed on Sunday, February 27, 2022, being the last date specified by the Company for receipt of duly completed Postal Ballot Forms or e-voting.

3. In this Notice and the statement of material facts, the term “shareholder(s)” and “member(s)” are used interchangeably.

4. Members can also register their e-mail IDs and contact numbers with the Company by sending details to their respective depositories, CDSL and/or NSDL or with the Registrar and Transfer Agent, viz., Link Intime to enable the Company to communicate to the members, the information about various developments in the Company via email/SMS.

5. The remote e-voting process shall be as under:

THE INTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

• (i) The voting period begins on Saturday, January 29, 2022 at 9.00 A.M. (IST) and ends on Sunday, February 27, 2022 at 5.00 P.M. (IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Tuesday, January 25, 2022, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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

• Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

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

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

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode withCDSL

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 URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/loginor visitwww.cdslindia.comand click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e- Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, 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 https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) 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 or click onhttps://evoting.cdslindia.com/Evoting/EvotingLogin 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 directlyaccess the system of all e-VotingService Providers.

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Individual Shareholders holding securities in demat mode withNSDL

1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under „IDeAS‟ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e- Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under „Shareholder/Member‟ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote duringthe remote e-Voting period.

Individual Shareholders (holding securities in demat mode) login through theirDepository 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. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

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

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

**Login type **	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Voting through electronic means: The instructions for shareholders voting electronically are as under:

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

• 1) The shareholders should log on to the e-voting website www.evotingindia.com. 2) Click on “Shareholders” module. 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

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

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

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

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

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

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

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

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

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

• (vii) Click on the EVSN for the relevant < WHITE ORGANIC AGRO LIMITED > on which you choose to vote.

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

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

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

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

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

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

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

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

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

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

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

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

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

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

1. For Physical shareholders- please provide necessary details like 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 Company/RTA email id.

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

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

Registration with RTA: In light of the MCA Circulars, members who have not registered their email address and in consequence could not receive the postal ballot/ e-voting notice may temporarily get their email registered with the Company‟s RTA, Link Intime India Private Limited, by clicking the link: https://linkintime.co.in/EmailReg/email_register.html and following the registration process as guided thereafter. Post successful registration of the email, the members would get soft copy of the notice and the procedure for e-voting along with the User ID and the Password to enable e-voting for this Postal Ballot. In case of any queries, members may write to rnt.helpdesk@linkintime.co.in

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

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

ITEM NO. 1: - TO ACCORD APPROVAL FOR INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

The management of the Company foresees enormous potential in the agriculture commodities and is in requirement of substantial funds for operational expenditure and future growth, geographical expansion and venturing into Agro commodity warehousing and trading. Accordingly, to enable the company to meet the objectives, it is proposed to seek approval of shareholders of the company to increase the authorized share capital of the Company.

Presently the Authorised Share Capital of the Company stands at Rs. 35,00,00,000/- (Rupees Thirty Five Crores Only) divided into 3,50,00,000 (Three Crores Fifty Lakhs) Number of Equity Shares Issuable of Rs. 10/- each.

The Board of Directors of the Company at its meeting held on 24[th] January, 2021 decided to increase the Authorized Capital of the Company from Rs. 35,00,00,000/- (Rupees Thirty-Five Crores only) divided into 3,50,00,000 (Three Crores Fifty Lakhs) Number of Equity Shares Issuable of Rs.10/- (Rupees Ten) each to Rs. 70,00,00,000 /- (Rupees Seventy Crores only) divided into 7,00,00,000 (Seven Crores) Number of Equity Shares of Rs. 10/- (Rupees Ten) each, on account of proposed fund raising options which is under evaluation.

Pursuant to Section 13, 61, 64 of the Companies Act, 2013, the increase in authorised share capital requires approval of the members of the Company by way of passing a resolution to the effect. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out in Item No. 1 for increase in Authorized Share Capital of the Company.

The Directors of the Company and their relatives are deemed to be concerned or interested in Items No. 1 only to the extent of shares held by them, if any, in the Company.

ITEM NO. 2: - TO ACCORD APPROVAL FOR ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY

Pursuant to Sections 13, 61, 64 the Companies Act, 2013, alteration of the Capital Clause requires approval of the members of the Company by way of passing a resolution to the effect. Accordingly, consent of the members is sought for passing a Special Resolution as set out in Item No. 2 for amendment in Clause V of the Memorandum of Association of the Company pursuant to increase in Authorized Share Capital of the Company.

Copy of existing Memorandum of Association and the revised Memorandum of Association will be available for inspection by the Members at the Registered Office of the Company between 11 A.M. to 5 P.M. on all working days excluding Saturdays, Sundays & holidays, till the last date of Voting.

The Directors of the Company and their relatives are deemed to be concerned or interested in Items No. 2 only to the extent of shares held by them, if any, in the Company.

By Order of the Board White Organic Agro Limited Sd/Darshak Rupani Managing Director DIN: 03121939 Date : 25[th] January, 2022

Registered office: 312A, Kailas Plaza, Vallabh Baug Lane, Ghatkopar (East), Mumbai - 400 077; Maharashtra, India

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White Organic Agro Limited –Postal Ballot Notice

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