1

BARAMATI AGRO LIMITED

Registered Office - At Post Pimpali, Taluka- Baramati, Baramati-413102 CIN - U01134PN1988PLC045873

NOTICE OF THE MEETING OF THE EQUITY AND PREFERENCE SHAREHOLDERS OF BARAMATI

AGRO LIMITED CONVENED PURSUANT TO THE ORDER OF

THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

2

BARAMA TI AGRO LIMITED

CIN : U01134PN1988PLC045873Registered Office: At Post Pimpali, Taluka Baramati, Dist - Pune - 413 102

Tel. No. 02112 663100E-mail ID: cs@baramatiagro.com, Website : www.baramatiagro.com

NOTICE TO EQUITY AND PREFERENCE SHAREHOLDERSNOTICE OF THE MEETING OF THE EQUITY AND PREFERENCE SHAREHOLDERS OF

BARAMATI AGRO LIMITED CONVENED PURSUANT T O THE ORDER DATED 31st JANUARY, 2020OF THE HON'BLE NA TIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

Sl. No. Contents Page Nos.

1. Notice of Meeting of the Equity and Preference Shareholders of Baramati Agro Limitedconvened as per the Order of the Hon'ble National Company Law Tribunal, MumbaiBench

2. Explanatory Statement under Sections 230 to 232 read with Rule 6 of The Companies(Compromises, Arrangements and Amalgamations) Rules, 2016 and Section 234 andSection 102 and other applicable provisions of the Companies Act, 2013 and the rulesmade thereunder

3. Report adopted by the Board of Directors of the Transferee Company under Section232(2)(c) of the Companies Act, 2013

4. Scheme of Arrangement of Protrans Supply Chain Management Private Limited andAg-vet Genetics Private Limited with Baramati Agro Limited and its respective Shareholders

5. Audited Financial Statements of the Transferee Company and the Transferor Companiesas on March 31, 2019

6. Proxy Form

7. Attendance Slip

8. Route Map

REMOTE E-VOTING PERIOD

Start Date Tuesday, 25th February, 2020 at 9.00 am

End Date Wednesday, 25th March, 2020 at 5.00 pm

Day Thursday

Date 26th March, 2020

Time 11.00 am

Venue A/P Pimpali, Ta- Baramati, Dist-Pune-413102

3

7

11

13

28

37

39

39

3

BEFORE THE HON'BLE NA TIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCHCOMPANY APPLICATION NO. C.A.(CAA)/1067/MB/2019

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THECOMPANIES ACT, 2013 AND RULES FRAMED THEREUNDER

ANDIN THE MATTER OF SCHEME OF ARRANGEMENT OF

PROTRANS SUPPLY CHAIN MANAGEMENT PRIVATE LIMITED AND AG-VET GENETICS PRIVATELIMITED WITH BARAMA TI AGRO LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

BARAMA TI AGRO LIMITED(CIN: U01134PN1988PLC045873), a Company incorporated underthe provisions of the Companies Act, 1956 and having itsRegistered Office A/p Pimpali,Tal-Baramati, Dist- Pune-413102

APPLICANT / TRANSFEREE COMPANY

FORM NO. CAA-2

NOTICE CONVENING THE MEETING OF THE EQUITY AND PREFERENCE SHAREHOLDERS OF BARAMATI AGROLIMITED, THE APPLICANT COMPANY, PURSUANT TO THE ORDER DATED 31st JANUARY, 2020 PASSED BY THEHON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

To,The Equity and Preference Shareholders of Baramati Agro Limited (“Applicant Comp any” or “BAL” or “T ransfereeCompany” or “Company”)

TAKE NOTICE that by an Order dated 31st January, 2020 (“Order ”), the Mumbai Bench of the Hon’ble NationalCompany Law Tribunal (“Hon’ble NCL T”) has directed a meeting of Equity and Preference Shareholders(“Shareholders”) of the Transferee Company to be held for the purpose of considering, and if thought fit, approvingthe compromise or arrangement ("Scheme of Arrangement" or "Scheme") . proposed to be made betweenProtrans Supply Chain Management Private Limited & Ag-vet Genetics Private Limited (“T ransferor Comp anies”)with Baramati Agro Limited (“T ransferee Comp any”) and their respective shareholders under Sections 230 to232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

TAKE FURTHER NOTICE that in pursuance of the said Order and as directed therein, a meeting of the Shareholders(both Equity and Preference) of the Transferee Company will be held at post Pimpali, Tal:- Baramati, Dist-Pune -413 102 on Thursday, 26th March, 2020 at 11:00 AM and you are requested to attend the same.

TAKE FURTHER NOTICE that Copy of the said Scheme is attached herewith. However additional copy of the Schemeand explanatory statement under section 230 can be obtained free of charge at the registered office of the Company.Persons entitled to attend and vote at the meeting, may vote in person or by proxy, provided that all proxies in theprescribed form are deposited at the registered office of the company at post Pimpali, Tal:- Baramati, Dist-Pune -413 102 not later than 48 (forty eight) hours before the time fixed for the aforesaid meeting. Form of proxy is attachedwith this notice.

TAKE FURTHER NOTICE that the Hon’ble NCLT has appointed Mr. Rajendra D Pawar, Chairman and ManagingDirector, failing him Mr. Rohit R Pawar, Whole Time Director, failing him Mr. Subhash J Gulve, Executive Director asthe Chairperson of the said meeting. The above mentioned Scheme of Arrangement, if approved by the Shareholders,will be subject to the subsequent approval of the Hon’ble NCLT and other applicable regulatory authorities.

This notice is given for transacting the business mentioned below to be passed through voting at such Hon’bleNCLT Convened Meeting and by remote e-voting as contemplated by Section 108 read with the relevant rules madethereunder.

The Board of Directors of the Company, at its meeting held on February 25, 2019, approved the above-mentionedScheme of Arrangement, subject to approval of the Shareholders of the Company, as may be required, and subjectto the sanction of the Hon’ble NCLT and of such other authorities as may be necessary.

The voting rights of Shareholders shall be in proportion to their shareholding in the Company as on the close ofbusiness hours on Friday, 31st January, 2020 (“Cut-off Date”). Voting by Equity and Preference Shareholders willbe done independently.

4

The Shareholders are requested to consider and, if thought fit, approve the following resolution under Sections 230to 232 of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) orre-enactment thereof for the time being in force) and the provisions of the Memorandum and Articles of Associationof the Company for approval of the Scheme of Arrangement (Scheme) for merger of Protrans Supply ChainManagement Private Limited & Ag-vet Genetics Private Limited (“T ransferor Comp anies”) with Baramati AgroLimited (“T ransferee Comp any”) and their respective shareholders.

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of theCompanies Act, 2013, rules, circulars, notifications, if any, made thereunder (including any statutory modification(s)or re-enactment thereof for the time being in force) and the applicable provisions of the Memorandum and Articlesof Association of the Company and subject to the approval of the Hon’ble National Company Law Tribunal, MumbaiBench and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as maybe necessary and subject to such conditions and modifications as may be prescribed or imposed by the Hon’bleNational Company Law Tribunal, Mumbai Bench or by any regulatory or other authorities, while granting suchconsents, approvals and permissions, 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 mean and include one or more Committee(s)constituted/to be constituted by the Board or any person(s) authorized by the Board to exercise its powers includingthe powers conferred by this resolution), the Scheme of Arrangement (scheme) for merger of Protrans Supply ChainManagement Private Limited & Ag-vet Genetics Private Limited (“T ransferor Comp anies”) with Baramati AgroLimited (“T ransferee Comp any”) and their respective shareholders, be and is hereby approved;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things,as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolutionand effectively implement the Arrangement / merger embodied in the Scheme and to accept such modifications,amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon’ble NationalCompany Law Tribunal, Mumbai Bench or such other regulatory/statutory authorities while sanctioning the Arrangement/merger embodied in the Scheme or as may be required for the purpose of resolving any doubts or difficulties thatmay arise in giving effect to the Scheme or for any other such reason, as the Board may deem fit and proper.”

TAKE FURTHER NOTICE that in compliance with the provisions of (i) Sections 230, 232 read with Sections 108 ofthe Companies Act, 2013; (ii) Rule 6 of the Companies (Compromises, Arrangements and amalgamation) Rules,2016; (iii) Rule 20, 22 and other applicable provisions of the Companies (Management and Administration) Rules,2014; and (iv) Secretarial Standards on General Meetings, the Transferee Company has also provided the facilityof e-voting, so as to enable the Shareholders, to consider and approve the Scheme by way of the aforesaidresolution. Accordingly, voting by Shareholders of the Transferee Company to the Scheme shall be carried outthrough (i) remote e-voting and (ii) voting at the venue of the meeting to be held on Thursday, 26th March, 2020at 11:00 am.

The Explanatory Statement under Sections 230, 232 of the Companies Act, 2013, Rule 6 of the Companies(Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable rules, the Scheme and theother enclosures as indicated in the index are enclosed.

For and on behalf of the Board of Directors ofBaramati Agro Limited

Rajendra D PawarPlace: Baramati Chairperson appointed for the meetingDate: 23rd February, 2020 DIN:- 00226848

601, Subhadra Bag, Pimpali,Taluka Baramati Dist. Pune

Pimpali 413102

5

Notes:

1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, along with applicable rules thereunderand provisions of Sections 230 to 232 setting out material facts forms part of this Notice.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTENDAND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.Pursuant to the provisions of section 105 of the Companies Act, 2013, read with the applicable rules thereon,a person can act as a proxy on behalf of not more than fifty (50) members and holding in aggregate not morethan ten percent of the total Share Capital of the Company carrying voting rights. The members holding morethan ten percent of the total share capital of the Company carrying voting rights may appoint a single person asa proxy, who shall not act as a proxy for another member. A proxy form is annexed to this Report.

3. Corporate members intending to send their authorised representatives to attend the meeting are requested tosend to the Company a certified copy of the Board Resolution authorising their representative to attend and voteon their behalf at the meeting.

4. As a part of "Green Initiative in the Corporate Governance" the notice, Attendance Slip, Proxy Form, is being sentin electronic mode to the members whose e-mail addresses are registered with the Company.

5. Relevant documents referred to in the accompanying Notice and the explanatory statement are open for inspectionby the members at the Registered Office of the Company on all working days, except on holidays, during businesshours up to and including 25th March, 2020.

6. Information and other instructions relating to e-Voting are as follows:

7. Pursuant to the provisions of section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Managementand Administration) Rules, 2014 as amended, the Company is pleased to provide to its members facility to exercisetheir right to vote on resolution proposed to be passed in the meeting by electronic means and the businessmay be transacted through e-Voting services. The members may cast their votes using an electronic voting systemfrom a place other than the venue of the Meeting ('Remote e-Voting').

8. The facility for casting the vote through Ballot Paper will be made available at the meeting and the members attendingthe meeting who have not casted their vote by means of remote e-Voting shall be able to cast their vote throughBallot paper at the meeting.

9. The members who have casted their vote by remote e-Voting may also attend the meeting but shall not be entitledto cast their vote again. In case any member casts his/her vote through Ballot to be conducted at the meetingin addition to remote e-Voting, his/her voting through remote e-Voting shall be considered as Final and vote castedthrough Ballot shall be considered as invalid.

10. The Company has engaged the services of National Securities Depository Limited ("NSDL") as the Agency toprovide e-voting facility. Voting rights shall be reckoned on the number of shares registered in the name of themember as on the cut-off date i.e. 31st January, 2020.

11. A person, whose name is recorded in the Register of Members as on the cut-off date only shall be entitled toavail the facility of remote e-Voting / Ballot.

12. The remote e-voting period commences from Tuesday, 25th February, 2020 at 9:00 am and ends on Wednesday,25th March, 2020 at 05:00 pm. During this period, members of the Company, holding shares as on the cut-offdate may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for votingthereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change itsubsequently.

The process and manner for remote e-voting are as under:

a. In case a member receives an e-mail from NSDL:

(i) Open email and click on the PDF file viz; "remote e-voting.pdf" with your Folio No. as password. The saidPDF file contains your User ID and Password for remote e-voting. Please note that the password is an initialpassword and needs to be changed while doing first time login for security purpose.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii) Click on Shareholder - Login

(iv) Enter User ID and Password as initial password noted in step (i) above. Click Login.

(v) When Password change menu will appear, please change the password with new password of your choicewith minimum 8 digits / characters or combination thereof. Note new password. It is strongly recommendednot to share your password with any other person and take utmost care to keep your password confidential.

(vi) After opening of Home page of remote e-voting, click on remote e-voting: Active Voting Cycles.

(vii) Select "EVEN" (e-Voting Event Number) of "Baramati Agro Limited".

(viii) Now you are ready for remote e-voting as Cast Vote page opens.

6

(ix) Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted.

(x) Upon confirmation, the message "Vote cast successfully" will be displayed.

(xi) Once you have voted on the resolution, you will not be allowed to modify your vote.

(xii) 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. together with attested specimen signatureof the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail tohrishikesh.wagh@kanjcs.com with a copy marked to evoting@nsdl.co.in

b. In case a member receives physical copy of the notice:

(i) Initial password is provided as a separate slip along with the notice of the Meeting. If any member do notreceives password, Member may send email on cs@baramatiagro.com asking for login/initial passworddetails.

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) mentioned above, to cast vote electronically.

13. In case of any queries, members may refer the Frequently Asked Questions (FAQs) for members and remotee-voting user manual for members available at the downloads section of www.evoting.nsdl.com or call on tollfree no.: 1800-222-990.

14. If the members are already registered with NSDL for remote E-voting then they can use their existing User IDand Password for casting their vote.The members can also update their mobile number and e-mail id in the userprofile details of the folio which may be used for sending future communication(s).

15. Any person, who acquires shares of the Company and becomes member of the Company after dispatch of thenotice may obtain the User ID and Password by sending a request at evoting@nsdl.co.in or cs@baramatiagro.com.However, if such person is already registered with NSDL for remote e-voting then he/she can use his/her existingUser ID and Password for casting his/her vote. If any member forgets his/her Password, he/she can reset theirpassword by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDLat the following toll free no.: 1800-222-990.

16. The Board of Directors has appointed CS Hrishikesh Wagh (FCS 7993, C.P No. 9023) Partner, M/s KANJ & CoLLP., Company Secretaries, Pune as the Scrutinizer to scrutinize the remote e-Voting process and Ballot processat the Meeting, in a fair and transparent manner and they have communicated their willingness to be appointedand will be available for the same purpose.

17. At the Meeting, at the end of discussion on the resolution on which voting is to be held, voting by use of "BallotPaper" will be allowed for all those members who are present at the Meeting but have not casted their votesby availing the remote e-voting facility.

18. The Scrutinizer, after scrutinizing the votes cast through remote e-Voting and at the Meeting through ballot, willprepare a consolidated report and submit the same to the Chairman and Managing Director or Whole Time Directoror Company Secretary of the Company within three days of conclusion of the meeting i.e. on or before 29th March2020.

19. The Results declared along with the Report of the Scrutinizer shall be placed on the website of the Company(www.baramatiagro.com) after the declaration of result by the Chairman and Managing Director of the Company.

20. Subject to receipt of requisite number of votes, the Resolution shall be deemed to be passed on the date ofthe meeting i.e. 26th March, 2020.

21. The members desiring any information as regards to financial statements are requested to write to the Companyat an early date so as to enable the management to keep the information ready.

22. A member shall carry copy of PAN card or any other document issued by the government for his identity and signatureverification.

For and on behalf of the Board of Directors ofBaramati Agro Limited

Rajendra D PawarPlace: Baramati Chairperson appointed for the meetingDate: 23rd February, 2020 DIN:- 00226848

7

BEFORE THE HON'BLE NA TIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH

COMPANY APPLICATION NO C.A.(CAA)/1067/MB/2019

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONSOF THE COMPANIES ACT, 2013 AND RULES FRAMED THEREUNDER

AND

IN THE MATTER OF SCHEME OF ARRANGEMENTOF

PROTRANS SUPPLY CHAIN MANAGEMENT PRIVATE LIMITED AND AG-VET GENETICS PRIVATE LIMITEDWITH BARAMATI AGRO LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

BARAMATI AGRO LIMITED

(CIN: U01134PN1988PLC045873), a Company incorporated underthe provisions of the Companies Act, 1956 and having itsRegistered Office A/p Pimpali, Tal-Baramati, Dist-Pune-413102

APPLICANT/TRANSFEREE COMPANY

EXPLANATORY STATEMENT UNDER SECTIONS 230 TO 232 READ WITH RULE 6 OF THE COMPANIES(COMPROMISES, ARRANGEMENTS AND AMALGAMA TIONS) RULES, 2016 AND SECTION 102 AND OTHERAPPLICABLE PROVISIONS OF THE COMP ANIES ACT, 2013

1. This is the Statement accompanying the Notice convening the meeting of the Equity and Preference Shareholders(“Shareholders”) of the Applicant Company pursuant to the Order dated 31st January, 2020 passed by the Hon’bleNational Company Law Tribunal, Mumbai Bench (“NCL T”), in the Company Application Number C.A(CAA)/1067/MB/2019, to be held at Baramati Agro Limited, A/p Pimpali,Tal-Baramati, Dist-Pune-413102, on Thursday, 26th

March, 2020 at 11:00 am, for the purpose of considering and, if thought fit, approving the Scheme of Arrangement(the “Scheme of Arrangement ” or “Scheme ”) for merger of Protrans Supply Chain Management Private Limited& Ag-vet Genetics Private Limited (“T ransferor Comp anies”) with Baramati Agro Limited (“T ransferee Comp any”)and their respective shareholders under Sections 230 to 232 and other applicable provisions of the CompaniesAct, 2013 and the rules made thereunder.

2. Notice of the said meeting together with the copy of the Scheme of Arrangement is sent herewith. This statementexplaining the terms of the Scheme of Arrangement is being furnished as required under Sections 230, 232 readand other applicable provisions, if any of the Companies Act, 2013 and Rule 6 of the Companies (Compromises,Arrangements and Amalgamations) Rules, 2016 of the Companies Act, 2013.

A copy of the Scheme which has been approved by the Board of Directors of the Company is enclosed herewith.The other definitions contained in the Scheme shall also apply to this Explanatory Statement.

Details of the T ransferor Comp anies & T ransferee Comp any:

3. Protrans Supply Chain Management Private Limited,CIN: U63090PN2011PTC140933, PAN-AAGCP2289K(Transferor Company I) is a private limited company incorporated under the Companies Act, 1956 on 30/09/2011having its registered office at Gunawadi, Baramati-Indapur Road, Tal Baramati, Pune 413102 and having emailaddress complianceprotrans@gmail.com is mainly engaged in the business of running, establishing, maintaining,let on hire, buy and sale for hire purchase, exchanging, replacing, repairing, servicing, assembling, coach or bodybuilding, booking of motor lorries, motor taxies, trucks, tankers, tractors, cranes, jeeps, trailors, trolleys, lorriescoaches, cars, buses, oil and patrol tankers, milk tankers, cargo and movers, heavy and medium vehicles, vans,rickshaws, animal drawn vehicles, utility vehicles, temperature control trucks and vans, light and all types ofpassenger transport, combines, motor omnibuses tank, and to undertake transportation activity in various types oftransport including road, air, sea, and to provide logistic facilities which includes all types of warehousing, godowns,cold storages, material handling equipments and machineries, packing equipments in India and Abroad and to actas a transporter, lorry operator, lorry and vehicle operators, packers, movers, job masters, store keepers,warehousemen’s, cargo and mover operators, passenger operators, carriers and forwarding agents, travel agents,arranger and tours operators.

4. Ag-Vet Genetics Private Limited, CIN: U01200PN2012PTC142117, PAN-AAQCS9825E (Transferor Company II) isa private limited company incorporated under the Companies Act, 1956 on 01/02/2012 having its registered officeat Flat No. 23 Tejpratik Apartment, Suryanagri, Baramati 413102 and having email addresscompliancegenetics@gmail.com. The main operations of Transferor Company II are producing, selling, importing,exporting, storing, dealing, processing of the frozen bovine semen, bovine embryos and bovine bulls and to breed,raise, process, maintain, develop, buy, sell, import, export and deal in poultry, dairy, seeds and agricultural products.

8

5. Baramati Agro Limited, (CIN: U01134PN1988PLC045873) PAN-AAACB7067M (Transferee Company) is a publiclimited company incorporated under the Companies Act, 1956 on 14/01/1988 having its registered office at PostPimpali, Tal Baramati, Maharashtra 413102 and having email address cs@baramatiagro.com. The TransfereeCompany is engaged in the business of farming, agriculture and horticulture dairy, poultry and farm produce andproducts.

6. As on 31st December, 2019, the Transferor Company I has 1 secured creditor amount due and payable to them isRs. 96,89,670/- and 108 unsecured creditors and the total amount due and payable to them is Rs.55,43,059/- TheTransferor Company II does not have secured creditors and 1 unsecured creditor as on31st December 2019, and the totalamount due and payable to them is Rs. 28,090 /-.

7. There has been no change in the Registered Office and Objects of the Transferor Company I during the last five years.

8. The Registered Office of the Transferor Company II was shifted from 5, Godse Bhavan Niwasika, MehendaleGarage, Erandwane, Pune - 411004 to Flat No. 23, Tejpratik Apartment, Surya Nagari, Tal:- Baramati, Dist-Pune-413102 with effect from May 30, 2018. There has been change in the object clause of the Transferor Company II.

9. The main objects as per the Memorandum of Association and the main business carried on by the TransferorCompany II are as follows:

To carry on the business of producing, selling, importing, exporting, storing, dealing, processing of the frozenbovine semen, bovine embryos and bovine bulls and to breed, raise, process, maintain, develop, buy, sell, import,export and deal in poultry, dairy, seeds and agricultural products.

10. The name of Transferor Company II was changed from ‘Semex-Provet Genetics (India) Pvt Ltd’ to ‘Ag-Vet GeneticsPrivate Limited’ w.e.f. 23.02.2017.

11. The Transferor Companies & Transferee Company are not listed on any stock exchange.

12. As on the date of this Notice, the Board of Directors/Managers of Transferor Companies along with their addressesare as follows:

13. i) Protrans Supply Chain Management Private Limited (T ransferor Comp any I)

S.N. Name of Directors Address DIN

1 Mr. Sambhaji S Nikam Shetphal Haveli, Indapur Pune- 413103 06363946

2 Mr. Vasant L Salunke Shree Jain Mandir, Baramati Pune 41310 08077943

ii) Ag-vet Genetics Private Limited (T ransferor Comp any II)

S.N. Name of Directors Address DIN

1 Mr. Subhash J Gulve A/p Takali, Karmala, Solapur-413203 02625022

2 Mr. Sadashiv L Wabale Ft. No. 23, Tejpratik Apt, Suryanagari,Baramati, Pune-413102 02929768

14. There has been no change in name, registered office and objects of the Transferee Company during the lastfive years.

15. Details of the capital structure of the Transferee Company including Authorised, Issued, Subscribed and Paidup Share Capital as on March 31, 2019 are as follows:

Particulars Rs.

Authorised Share Capital:

3,83,43,000 ordinary equity shares ( Series A) of Rs.10/- each 38,34,30,000

1,26,57,000 'Series B' equity shares of Rs. 10/- each 12,65,70,000

70,00,000 preference shares of Rs. 10/- each 7,00,00,000

(Total :- 58,000,000 Shares of Rs. 10/- each.) 580,000,000

Subscribed and Paid up Share Capital:

3,60,59,649 ordinary equity shares (Series A) of Rs.10/- each fully paid up 36,05,96,490

1,26,56,254 'Series B' equity shares of Rs. 10/- each fully paid up 12,65,62,540

53,98,385 6% Non cumulative Redeemable Preference Shares of Rs.10/- each 5,39,83,850

Total 54,114,288 Shares of Rs. 10/- each 541,142,880

9

The summary sheet of the details of the capital structure of the Transferor company I and Transferor CompanyII is available at the registered office of the company for verification on all working days between 10:00 AM and12 noon (except Saturdays, Sundays and public holidays). Copies of the same can also be obtained if so desiredby any member.

16. As on 31st December, 2019, the Transferee Company has 7632 unsecured creditors and the total amount dueand payable by the Transferee Company to the said unsecured creditors is Rs.145,80,92,672/-. As on31st December, 2019, the Transferee Company has 9 secured creditors and the total amount due and payableby the Transferee Company to the said secured creditors is Rs. 356,98,45,000/-

17. The share exchange ratio of the transferor company I (Protrans Supply Chain Management Private Limited) is1:8 i.e. for every eight (8) shares of Protrans Supply Chain Management Private Limited : one (1) share ofBaramati Agro Limited and for transferor company II (Ag-vet Genetics Private Limited) the share exchange ratiois 8:69 i.e. for every 69 (sixty nine) shares of Ag-vet Genetics Private Limited : 8 (eight) shares of Baramati AgroLimited will be issued and allotted. No certificates shall be issued by the Transferee Company in respect of thefractional entitlements, if any, to which the shareholders of the Transferor Companies may be entitled. Thefractional entitlements arising, if any, shall be ignored and the shareholders of Transferor Companies shall notclaim any right, title or interest in such fractional entitlements.

18. The details of Promoters and Directors of Transferee Company are asfollows:

1. Mr. Rajendra Dinkarrao Pawar(Promoter & Director)

2. Mr. Rohit Rajendra Pawar(Promoter & Director)

3. Mr. Subhash J Gulve(Executive Director)

4. Mr. Rafique Taibali Bhori(Independent Director)

5. Mr. Rishikesh Namdeo Dabhade(Non-Executive Director)

6. Mrs. Vijaya Hiremath(Independent Director)

601, Subhadra Bag, Pimpali, TalukaBaramati Dist. Pune Pimpali 413102

601, Subhadra Bag, Pimpali, TalukaBaramati Dist. Pune Pimpali 413102

A/P. Takali, Tal.Karmala Dist. SolapurKarmala 413203

Ezzivilla Patas Road Baramati 413102

191 Malwadi Chakan Road TalegaonDabhade Tal Maval Pune 410507

Rajmudra, Flat No. 8, House No.424/8near Ganesh Mandir, Ashok Nagar,Baramati- 413102

00226848

00590679

02625022

02924798

06434185

07385209

Sl. Name of Promoters & Directors Address DINNo.

19. For salient features of the scheme. Please refer to the Scheme of Arrangement enclosed herewith for completedetails.

a) The Scheme envisages the Arrangement of Protrans Supply Chain Management Pvt Ltd (TransferorCompany I) and Ag-vet Genetics Pvt Ltd (Transferor Company II) with Baramati Agro Limited (TransfereeCompany) and their respective shareholders in accordance with the provisions of Sections 230 to 232 ofthe Companies Act, 2013.

b) The appointed date of the Scheme is April 01, 2018.

c) Effective Date of the Scheme of Arrangement shall mean the last of dates on which all the sanctions,approvals, consents are obtained and filings of the Scheme of Arrangement is complete.

d) Upon coming into effect of the Scheme of Arrangement and with effect from the Appointed Date, and subjectto the provisions of the Scheme of Arrangement including in relation to the mode of transfer and vesting,the entire business and Undertaking of the Transfer or Companies including all of the assets, both movableand immovable, tangible and intangible, investments, rights, title and interests shall, under the provisionsof Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the act and pursuantto the order of the National Company Law Tribunal sanctioning the Scheme and without further act,instrument or deed, but subject to the charges affecting the same as on the Effective Date, be transferredand/or deemed to be transferred to and vested in the Transferee Company, so as to be come the properties,assets, rights, business and Undertaking of the Transferee Company.

10

e) Upon the Scheme of Arrangement becoming effective, the Transferor Companies shall stand dissolvedwithout being wound up and without any further act or deed on the part of the Transferor Companies.

f) it is proposed to convert certain A class Equity Shares of Baramati Agro Limited into 9% non-cumulativeoptionally convertible redeemable Preference shares of Rs 10/- each.

g) Shareholders are requested to refer the scheme enclosed herewith for the details of relationship subsistingbetween Transferor and Transferee Companies who are parties to such scheme of compromise orarrangement.

20. Consequent to the coming into effect of this scheme the promoters holding in Equity Capital of the transfereecompany will increase.

21. Valuation of Shares of Transferor Company I was done based on Discounted Cash Flow (DCF) Method whereasValuation of Shares of Transferor Company II was done based on Net asset Value (NAV) Method. The valuationreports are available for inspection at the Registered office of the Transferee company.

Approvals

22. The Scheme is conditional upon and subject to necessary sanctions and approvals as set out in the Scheme.

23. The Board of Directors of the Transferor Company I & II has approved the Scheme on February 25, 2019.

24. Similarly, the Transferee Company at its Board Meeting held on February 25, 2019, approved the Scheme ofArrangement and all Directors of the Board were present at the meeting in person and voted in favour of theresolution. (Names of all Directors are mentioned in point No. 18 of this notice who voted in favour of theresolution)

Rationale and Benefits of the Arrangement

25. For detailed rationale and benefits of the Arrangement Members are requested to refer the Scheme of Arrangementannexed herewith:

26. The Board of Directors of the Transferee Company, at its meeting held on 11th June, 2019 has noted that, interalia, explaining the effect of the Scheme on Shareholders, Key Managerial Personnel, Promoter and Non-Promoter Shareholders. A copy of the report adopted by the Board of Directors of the Transferee Company isannexed to this Notice.

27. In compliance with Section 232(2) of the Companies Act, 2013, the Balance Sheet, Profit and Loss account andCash Flow statement of the Transferee Company and the Transferor Companies as at March 31, 2019 have beenannexed to this Notice. For the sake of brevity, the schedules and notes to the financial statements have not beenannexed. However, the complete Financial Statements of the Transferee Company and the Transferor Companiesas at March 31, 2019 are available for the inspection at the registered office of the Transferee Company.

28. The Transferee Company will file a petition under Sections 230-232 read with other relevant provisions of theCompanies Act, 2013 and Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, with theHon'ble National Company Law Tribunal, Mumbai Bench, for sanctioning of the Scheme.

29. There are no investigations or proceedings under the provisions of Chapter XIV of the Companies Act, 2013 orwinding up proceedings instituted and/or pending against the Transferor Companies and/or the TransfereeCompany. However, ROC, Pune had sought for some information regarding issuance of preference shares. Thesaid information has been submitted to ROC.

30. The Scheme does not involve any debt restructuring and therefore the requirement to disclose details of debtrestructuring is not applicable.

31. In the event that the Scheme is terminated or withdrawn in the manner set out therein, the Scheme shall standrevoked, cancelled and be of no effect and null and void and in such event each party hereto shall bear and payrespective costs, charges and expenses for and/or in connection with the Scheme.

32. Considering the rationale and benefits, the Board of Directors of the Transferee Company recommends theScheme as it is in the best interest of the Company and its stakeholders.

33. None of the Directors and KMP or their relatives are interested except to the extent of their shareholdings in theTransferee Company and the Transferor Companies, if any.

Inspection

34. The following documents will be available to the Members for obtaining extracts from or for making or obtainingcopies of or for inspection at the Registered Office of the Transferee Company at Pimpali, Tal - Baramati, Dist-Pune - 413102, upto and including 25th March, 2020 on all working days between 10:00 AM and 12 noon (exceptSaturdays, Sundays and public holidays):

11

(a) Audited financial statements of the Transferee Company including consolidated financial statements as onMarch 31, 2019;

(b) Financial Statements of the Transferor Companies as on March 31, 2019;

(c) Memorandum and Articles of Association of Transferee Company and Transferor Companies;

(d) Constitutional documents of Transferor Company I & II;

(e) Copy of the Order dated 31st January, 2020 passed by NCLT, Mumbai Bench in C.A(CAA)/1067/MB/2019directing convening the meeting of the Equity and Preference Shareholders of the Transferee Company &Transferor Companies;

(f) Report adopted by the Board of Directors of the Transferee Company and Transferor Companies undersection 232(2)(c) of the Companies Act, 2013;

(g) Copy of the resolution passed by the Board of Directors of the Transferor Companies and the TransfereeCompany;

(h) Register of Directors' shareholding of the Transferee Company;

(i) The certificate dated March 06, 2019 issued by S R B C & Co, the Statutory Auditors of the TransfereeCompany, to the effect that the accounting treatment proposed in the Scheme of Arrangement is inconformitywith the Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

(j) Documents as mentioned in this notice and other supporting documents to the Scheme.

Pre and Post shareholding pattern

35. Member are requested to refer to the scheme of Arrangement annexed herewith which contains the correctedcapital structure :

For and on behalf of the Board of Directors ofBaramati Agro Limited

Rajendra D PawarPlace: Baramati Chairperson appointed for the meetingDate: 23rd February, 2020 DIN:- 00226848

Report a dopted by the B oard of Directors of Baramati Agro Limited at it s meeting held on June 1 1, 2019 as per theprovisions of section 232(2)(c) of the Companies Act, 2013.

Pursuant to the recommendation of Audit Committee ("Audit Committee"), the proposed Scheme of Arrangement andMerger ("Scheme") of, Protrans Supply Chain Management Private Limited and Ag-vet Genetics Private Limited ("TransferorCompanies I & II respectively") with Baramati Agro Limited ("Transferee Company" or "Company") was approved by theBoard of Directors of the Company ("Board") vide resolution passed at its Meeting held on February 25, 2019.

The provisions of Section 232(2)(c) of the Companies Act, 2013 requires the Directors to adopt a report explaining theeffect of the Scheme on Shareholders, Key Managerial Personnel (KMP), Promoter and Non-Promoter Shareholders,laying out in particular the share exchange ratio and specifying any special valuation difficulties. The said report is requiredto be circulated to the Shareholders and Creditors along with the notice convening the meeting of Members.

Having regard to the aforesaid provision, the Board took into consideration, inter alia, the rationale of the Scheme, itsimpact on the Company's shareholders, the financial position of the Transferor Companies and other documents placedbefore it.

Report

The Board of Directors after considering the afore-mentioned aspects and recommendations of the Audit Committee,approved the Scheme. The Board was of the opinion that:

1. The Scheme of Arrangement and Merger by absorption provides for merger of transferor Companies with theTransferee Company. This Scheme also provides for conversion of certain 'Series A' Equity shares held by theshareholders of Transferee Company as on Record Date into 9% Non-Cumulative Optionally Convertible RedeemablePreference Shares in the Transferee Company.

2. Upon coming into effect of this Scheme the Transferee Company shall issue and allot:

a) to the equity shareholders of the Transferor Company I whose names appear in the register of members of theTransferor Company I as on the Record Date, 1 (one) fully paid-up equity share of the face value

12

of Rs.10/- each in the Transferee Company, for every 8 fully paid-up equity shares of the face value ofRs. 10/- each held in the Transferor Company I.

b) to the equity shareholders of the Transferor Company II whose names appear in the register of members of theTransferor Company II as on the Record Date, 8 (Eight) fully paid-up equity shares of the face value of Rs.10/-each in the Transferee Company, for every 69 (Sixty Nine) fully paid-up equity shares of the face value of Rs. 10/- each held in the Transferor Company II.

c) the 'Series A' equity shareholders of the Transferee Company who holds 250 or less 'Series A' equity shares ofTransferee Company as on the Record Date, shall be issued 9% fully paid-up Non-Cumulative OptionallyConvertible Redeemable Preference Shares of the face value of Rs.10/- each in the Transferee Company inplace of the Equity Shares held by them in the ratio of 1:1.

3. After reclassification/reorganization and post of allotment of new issue of shares pursuant to this scheme Finalshare capital structure of the Transferee Company would be as follows:-

Particulars Rs.

Authorised Share Capital :

4,33,44,386 ordinary equity shares (Series A) of Rs.10/- each 43,34,43,860

1,26,57,000 'Series B' equity shares of Rs. 10/- each 12,65,70,000

1,54,98,614 preference shares of Rs. 10/- each 15,49,86,140

(Total :- 71,50,00,00 Shares of Rs. 10/- each.) 71,50,00,000

Subscribed and Paid up Share Capital:

3,19,68,757 ordinary equity shares (Series A) of Rs.10/- each fully paid up 31,96,87,570

1,26,56,254 'Series B' equity shares of Rs. 10/- each fully paid up 12,65,62,540

53,98,385 6% Non-cumulative Redeemable Preference Shares of Rs.10/- each 05,39,83,850

52,48,614 9% Non-Cumulative Optionally Convertible Redeemable Preference Shares 05,24,86,140

Total Subscribed and Paid-Up Capit al

(5,52,72,010 Shares of Rs. 10/- each) 55,27,20,100

4. Further, there will be no change in the KMP of the Transferee Company pursuant to the Scheme.

5. The Transferee Company will carry on the businesses of Transferor Companies along with its own business with

reasonable diligence and business prudence to ensure that the interests of the stakeholders of Transferor Companies

are protected and enhanced.

6. The Scheme will be beneficial to the Transferee Company, its shareholders, creditors and other stakeholders and

the terms thereof are fair and reasonable.

For and on behalf of the Board of Directors ofBaramati Agro Limited

Rajendra D PawarPlace: Baramati Chairman & Managing DirectorDate: 11th June, 2019 DIN:- 00226848

13

SCHEME OF ARRANGEMENT

BETWEEN

PROTRANS SUPPLY CHAIN MANAGEMENT PRIVATE LIMITED (THE "TRANSFEROR COMPANY I")

AND

AG-VET GENETICS PRIVATE LIMITED ("TRANSFEROR COMPANY II")

AND

BARAMATI AGRO LIMITED (THE "TRANSFEREE COMPANY")

AND

THEIR RESPECTIVE SHAREHOLDERS

UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013

GENERAL

The objective of this Scheme of Arrangement and Merger by absorption ('the Scheme') is to reorganize the businessoperations of the Baramati Agro Limited with its Group companies and reorganisation/reclassification of shareholdingstructure of Baramati Agro Limited in the manner as laid down in this Scheme.

I) The Scheme is divided into following parts:

(a) Part A - deals with Description of Companies, Background

(b) Part B - deals with Definitions & Share Capital

(c) Part C - deals with the merger of Protrans Supply Chain Management Private Limited and Ag-vetGenetics Private Limited into Baramati Agro Limited

(e) Part D - deals with Reclassification/Re-organisation of Share Capital of Baramati Agro Limited

(f) Part E - General provisions

PART A

Description of Companies and Background

I. PROTRANS SUPPLY CHAIN MANAGEMENT PRIVATE LIMITED, (CIN: U63090PN2011PTC140933) is a companyincorporated under the Companies Act, 1956 having its registered office at Gunawadi, Baramati-Indapur Road, TalBaramati, Pune 413102 (hereinafter referred to as the "Transferor Company I"). The Transferor Company I, is mainlyengaged in the business of transportation.

II. AG-VET GENETICS PRIVATE LIMITED, (CIN: U01200PN2012PTC142117) is a company incorporated under theCompanies Act, 1956 having its registered office at FT. N. 23 Tejpratik Apartment, Tal. Baramati, Dist. Pune, Suryanagri,Baramati 413102 (hereinafter referred to as the "Transferor Company II"). The main operations of Transferor CompanyII are producing, selling, importing, exporting, storing, dealing, processing of the frozen bovine semen, bovineembryos and bovine bulls and to breed, raise, process, maintain, develop, buy, sell, import, export and deal in poultry,dairy, seeds and agricultural products.

III. BARAMATI AGRO LIMITED, (CIN: U01134PN1988PLC045873) is a company incorporated under the Companies Act,1956 having its registered office at At Post Pimpali Tal Baramati, Maharashtra 413102 (hereinafter referred to as the"Transferee Company"). The Transferee Company is engaged in the business of farming, agriculture and horticulturedairy, poultry and farm produce and products.

IV. This Scheme of Arrangement and Merger by absorption provides for merger of transferor Company I and TransferorCompany II with the Transferee Company pursuant to Sections 230 to 232 and other relevant provisions of theCompanies Act, 2013 and other applicable provisions. This Scheme also provides for conversion of certain 'SeriesA' Equity shares held by the shareholders of Transferee Company as on Record Date into 9% Non-CumulativeOptionally Convertible Redeemable Preference Shares in the Transferee Company.

V. Rationale for the Scheme

The proposed merger/merger by absorption of the Transferor Companies with the Transferee Company would interalia have the following benefits:

14

(a) Transferor Company I & II have certain assets / business which include land at certain convenient location and arespecialized transport vehicles used in transport services and has related infrastructures. The proposed merger willcreate a synergy to Transferor as well as Transferee which will enable these business activities to sustain as well asgrow at a faster pace.

(b) The merger of the Transferor Company I and Transferor Company II (herein after collectively referred as TransferorCompanies) with the Transferee Company shall provide greater financial strength to the businesses of the TransferorCompanies. The financial resources of the Companies will be conveniently merged and pooled together leading toa more effective and centralized management and reduction of administrative and manpower expenses and overheads,which are presently being multiplicated because of separate entities.

(c) The merger of the Transferor Companies with the Transferee Company shall create a company having diversifiedportfolio of businesses.

(d) Cost savings are expected to flow from more focused operational efforts, standardization and simplification ofbusiness processes, and the elimination of duplication, and rationalization of administrative expenses.

(e) Achieving economies of scale.

(f) The proposed arrangement will provide greater integration and flexibility to Transferee Company and strengthen itsposition in terms of asset base, revenues & service range. It would also maximize returns to the shareholders.

(g) The Transferee Company is having 21,675 Shareholders holding A Class Equity Shares. Out of 21,675, approximately21,000 are individual shareholders holding small amount of equity shares in the Transferee Company. The smallershareholders of the Transferee Company have been requesting for regular dividends on their investments since theyare not interested in seeking management control or running the operations of the Transferee Company. Consideringthe shareholding pattern of the Transferee Company it is difficult to pass on the benefit of dividend to these smallshareholders. The Transferee Company had received requests from some of its smaller shareholders to redeemtheir investments within a fixed timeframe and also to start paying dividends on such investments on a regular basis.In view of this, it is proposed to convert certain A class Equity Shares into 9% non cumulative optionally convertibleredeemable Preference shares of Rs 10/- each.

In view of the aforesaid, the Board of Directors of the Transferor Companies and the Transferee Company haveconsidered and proposed the merger of the entire undertaking and business of the Transferor Companies with andinto the Transferee Company in order to benefit the stakeholders of all the aforesaid Companies. Accordingly, theBoard of Directors of the Transferor Companies, and the Transferee Company have formulated this Scheme ofArrangement for the transfer and vesting of the entire undertaking and business of the Transferor Companies withand into the Transferee Company pursuant to the provisions of Section 230 to Section 232 and other relevantprovisions of the Act.

PART B

DEFINITIONS AND SHARE CAPITAL

1. DEFINITIONS

In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have thefollowing meaning:

1.1. "Act" means the Companies Act, 2013 and will include any statutory modifications, re-enactments oramendments thereof for the time being in force;

1.2. "Appointed Date" For the purpose of this Scheme and for Income Tax Act, 1961, the "Appointed Date" means1st April, 2018.

1.3. "Board of Directors" or "Board" means the board of directors of the Transferor Company I or TransferorCompany II or the Transferee Company, as the case may be, and shall include a duly constituted committeethereof.

1.4. "Competent Authority" means any Governmental Authority, statutory, departmental or public body or authority,including the Regional Director, National company Law Appellate Tribunal, Registrar of Companies, IncomeTax department.

1.5. "Effective Date" means the last of the dates on which the certified or authenticated copy of the order of theNCLT or any other Competent Authority, as the case may be, sanctioning the Scheme are filed with theRegistrar of Companies by the Transferor Companies and by the Transferee Company. Any references in thisScheme to the date of "coming into effect of this Scheme" or "effectiveness of this Scheme" or "Schemetaking effect" shall mean the Effective Date;

15

1.6. "Governmental Authority" means any applicable central, state or local government, legislative body, regulatoryor administrative authority, agency or commission or any court, tribunal, board, bureau or instrumentalitythereof or arbitration or arbitral body having jurisdiction over the territory of India;

1.7. "NCLT" means the National Company Law Tribunal, Mumbai Bench;

1.8. "Record Date" means the date to be fixed by the Board of Directors of the Transferee Company for the purposeof determining the names of the equity shareholders of the Transferor Companies, as applicable, who shallbe entitled to shares of the Transferee Company under Clause 11 of Part C hereto, upon coming into effect ofthis Scheme;

1.9. "Scheme" means this Scheme of Arrangement between the Transferor Companies, and the TransfereeCompany and their respective shareholders as submitted to the NCLT together with any modification(s)approved or directed by the NCLT;

1.10 "Transferor Company I" means PROTRANS SUPPLY CHAIN MANAGEMENT PRIVATE LIMITED, a companyincorporated under the Companies Act, 1956 having Corporate Identification NumberU63090PN2011PTC140933 and having its registered office at Gunawadi, Baramati-Indapur Road, Tal Baramati,Pune 413102, Maharashtra, India;

1.11. "Transferor Company II" means AG-VET GENETICS PRIVATE LIMITED, a company incorporated under theCompanies Act, 1956 having Corporate Identification Number U01200PN2012PTC142117 and having itsregistered office at FT. N. 23 Tejpratik Apartment, Tal. Baramati, Dist. Pune, Suryanagri, Baramati 413102Maharashtra, India;

1.12. "Transferor Companies" means Transferor Company I and Transferor Company II;

1.13. "Transferee Company" means BARAMATI AGRO LIMITED, a company incorporated under the Companies Act,1956 having Corporate Identification Number U01134PN1988PLC045873 and having its registered office atPost Pimpali Tal Baramati, Maharashtra 413102;

1.14. "Undertaking" means the whole of the undertaking and entire business of the Transferor Companies as agoing concern, including all assets, liabilities and business activities of the Transferor Companies on a goingconcern basis including (without limitation)

I. All the assets and properties (whether movable or immovable, tangible or intangible, real or personal,corporeal or incorporeal, present, future or contingent) of the Transferor Companies including but notlimited to, plant and machinery, equipment, buildings and structures, offices, residential and otherpremises, vehicles, sundry debtors, furniture, fixtures, office equipment including computers, laptops,printers and servers, appliances, accessories, depots, deposits, all stocks, assets, investments of allkinds (including shares, scrips, stocks, bonds, debenture stocks, units), and interests in its subsidiaries,cash in hand, balances and deposits with banks, loans, advances, disbursements, contingent rights orbenefits, book debts, receivables, actionable claims, earnest moneys, advances or deposits paid by theTransferor Companies , financial assets, leases (including lease rights), hire purchase contracts andassets, leasing contracts and assets lending contracts, rights and benefits under any agreement, benefitof any security arrangements or under any guarantees, reversions, powers, municipal permissions,tenancies in relation to the office and/or residential properties for the employees or other persons, guesthouses, godowns, warehouses, licenses, fixed and other assets, trade and service names and marks,patents, copyrights, and other intellectual property rights of any nature whatsoever, know how, good will,rights to use and avail of telephones, telexes, facsimile, email, internet, leased line connections andinstallations, websites, utilities, electricity and other services, reserves, provisions, funds, benefits ofassets or properties or other interest held in trust, registrations, contracts, engagements, arrangementsof all kind, privileges and all other rights including, title, interests, other benefits (including tax benefitssuch as Tax Credits), benefit of carried forward Tax losses, unabsorbed depreciation, easements,privileges, liberties, mortgages, hypothecations, pledges or other security interests created in favour ofthe Transferor Companies and advantages of whatsoever nature and wheresoever situated in India orabroad, belonging to or in the ownership, power or possession and in the control of or vested in orgranted in favour of or enjoyed by the Transferor Companies or in connection with or relating to theTransferor Companies and all other interests of whatsoever nature belonging to or in the ownership,power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyedby the Transferor Companies, whether in India or abroad;

II. All liabilities including, without being limited to, secured and unsecured debts (whether in Indian rupeesor foreign currency), sundry creditors, liabilities (including contingent liabilities), duties and obligations ofthe Transferor Companies, of every kind, nature and description whatsoever and howsoever arising,raised or incurred or utilised;

16

III. All agreements, rights, contracts, entitlements, permits, licenses, approvals, authorizations, concessions,consents, quota rights, engagements, arrangements, assignments, authorities, allotments, securityarrangements (to the extent provided herein), benefits of any guarantees, reversions, powers and allother approvals of every kind, nature and description whatsoever relating to the business activities andoperations of the Transferor Companies;

IV. All records, files, papers, computer programs, manuals, data, catalogues, sales material, lists ofcustomers and suppliers, other customer information and all other records and documents relating tothe business activities and operations of the Transferor Companies;

V. All permanent employees engaged by the Transferor Companies as on the Effective Date.

1.15 All capitalized terms not defined but used in this Scheme shall, unless repugnant or contrary to the context ormeaning thereof, have the same meaning ascribed to them under the Act, the Securities Contracts (Regulation)Act, 1956, the Depositories Act, 1996 and other applicable laws, rules, regulations and byelaws, as the casemay be, or any statutory amendment(s) or re-enactment thereof, for the time being in force.

1.16 The words importing the singular shall include the plural and words importing any gender shall include everygender.

2. SHARE CAPITAL

2.1. Transferor Company I:

The authorised, subscribed and paid-up share capital of the Transferor Company I as on March 31, 2018 wasas under:

Particulars Rs.Authorised Share Capital:27,50,000 Equity Shares of Rs. 10/- each 2,75,00,00032,50,000, 9% Redeemable non cumulative Preference Shares 3,25,00,000Total 60,000,000Issued, and Subscribed and Paid up Share Capital:27,12,500 Equity Shares of Rs. 10/- each 2,71,25,00032,50,000, 9% Redeemable non cumulative non participating PreferenceShares of Rs. 10/- each 32500,000Total 59,625,000

Subsequent to balance sheet date there is no change in capital structure of Transferor Company I.

2.2. Transferor Company II:

The authorised, subscribed and paid-up share capital of the Transferor Company II as on March 31, 2018 wasas under:

Particulars Rs.

Authorised Share Capital:

7,500,000 equity shares of Rs.10/- each 75,000,000

Subscribed and Paid up Share Capital:

7,068,754 equity shares of Rs.10/- each 70,687,540

Subsequent to balance sheet date there is no change in capital structure of Transferor Company II.

2.3. Transferee Company

The authorised, subscribed and paid-up share capital of the Transferee Company as on March 31, 2018 wasas under:

Particulars Rs.

Authorised Share Capital:3,83,43,000 ordinary equity shares ( Series A) of Rs.10/-each 38,34,30,0001,26,57,000 'Series B' equity shares of Rs. 10/-each 12,65,70,00070,00,000 preference shares of Rs. 10/- each 7,00,00,000(Total :- 58,000,000 Shares of Rs. 10/- each.) 580,000,000Subscribed and Paid up Share Capital:3,60,59,649 ordinary equity shares( Series A) of Rs.10/-each fully paid up 36,05,96,4901,26,56,254 'Series B' equity shares of Rs. 10/-each fully paid up 12,65,62,54053,98,385 6% Non cumulative Redeemable Preference Shares of Rs.10/- each 5,39,83,850Total 54,114,288 Shares of Rs. 10/- each 541,142,880

Subsequent to balance sheet date there is no change in capital structure of Transferee Company.

17

3. DATE OF TAKING EFFECT AND OPERATIVE DATE AND COMPLIANCE WITH TAX LAWS

3.1 The Scheme set out herein in its present form or with any modifications approved or imposed or directed by theNCLT shall be operative from the Appointed Date but shall be effective from the Effective Date.

3.2 The merger of Transferor Company I and Transferor Company II with and into the Transferee Company,pursuant to and in accordance with this Scheme, shall take place in accordance with the provision of Section2(1B) of the Income Tax Act, 1961 such that,

(i) all the property of the Transferor Companies immediately before the merger becomes the property of theTransferee company by virtue of the merger ;

(ii) all the liabilities of the Transferor Companies immediately before the merger become the liabilities of theTransferee company by virtue of the merger ;

(iii) shareholders holding not less than three fourths in the value of the shares in Transferor Companiesbecome shareholders of the Transferee Company by virtue of the merger (other than shares already heldtherein by the Transferee Company).

The Scheme has been drawn up to comply with the conditions relating to "amalgamation" as specified under Section2(1B) of the Income Tax Act, 1961. If any term or provision of the scheme is found or interpreted to be inconsistent with thesaid provision at a later date, including resulting from an amendment of law or for any other reason whatsoever, theScheme shall stand modified to the extent determined necessary to comply with Section 2(1B) of the Income Tax Act, 1961.Such modification will however not affect other parts of the scheme. The power to make such amendment / modificationas may be necessary shall vest with the Board of Directors of the Transferee Company, which power shall be exercisedreasonably in the best interests of the companies and their shareholders and which power can be exercised at any timeprior to the approval of the Scheme by the NCLT or any Competent Authority.

PART C

Merger of Protrans Supply Chain Management Private Limited and Ag-vet Genetics Private Limited (Transferor Companies)into Baramati Agro Limited (Transferee Company)

TRANSFER OF UNDERTAKING

Upon the coming into effect of this Scheme and with effect from the Appointed Date, the Undertaking pursuant to thesanction of this Scheme by the NCLT under and in accordance with the provisions of Sections 230 to 232 and otherapplicable provisions, if any, of the Act, shall stand transferred to and be vested in or be deemed to have been transferredto and vested in the Transferee Company, as a going concern without any further act, instrument, deed, matter or thing tobe made, done or executed so as to become, as and from the Appointed Date, the undertaking of the Transferee Company/by virtue of and in the manner provided in this Scheme.

Without prejudice to the generality of above Clause, upon the coming into effect of this Scheme and with effect from theAppointed Date:

1. Transfer of Assets:

Upon the coming into effect of this Scheme and with effect from the Appointed Date:

1.1. All the assets and properties comprised in the Transferor Companies of whatsoever nature and wheresoeversituated, including but not limited to tax credits, benefits of carried forward, tax losses including unabsorbeddepreciation etc. shall, under the provisions of Sections 230 to 232 and all other applicable provisions, if any,of the Act, without any further act or deed, be and stand transferred to and vested in the Transferee Company orbe deemed to be transferred to and vested in the Transferee Company as a going concern so as to becomethe assets and properties of the Transferee Company.

1.2. In respect of such of the assets and properties of Transferor Companies as are movable and immovable innature or incorporeal property or are otherwise capable of transfer by manual delivery or by endorsement and/or delivery, the same shall be so transferred by the Transferor Companies and shall, upon such transfer,become the assets and properties of the Transferee Company as an integral part of the Undertaking, withoutrequiring any separate deed or instrument or conveyance for the same.

1.3. In respect of movables including sundry debts, receivables, bills, credits, loans and advances of the TransferorCompanies, if any, whether recoverable in cash or in kind or for value to be received, bank balances, investments,earnest money and deposits with any Governmental Authority or with any company or other person, the sameshall on and from the Appointed Date stand transferred to and vested in the Transferee Company.

1.4. All the licenses, permits, quotas, approvals, permissions, registrations, incentives, tax deferrals and benefits,subsidies, concessions, grants, rights, claims including benefits of carried forward losses and unabsorbeddepreciation, leases, tenancy rights, liberties, special status and other benefits or privileges enjoyed or conferredupon or held or availed of by the Transferor Companies and all rights and benefits that have accrued or whichmay accrue to the Transferor Companies, whether before or after the Appointed Date, shall, under the provisionsof Sections 230 to 232 and all other applicable provisions, if any, of the Act, without any further act, instrumentor deed, cost or charge be and stand transferred to and vest in or be deemed to be transferred to and vestedin and be available to the Transferee Company and from the Appointed Date, all the licenses, permits, quotas,approvals, permissions, registrations, incentives, tax deferrals and benefits, subsidies, concessions, grants,rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges of the TransfereeCompany shall remain valid, effective and enforceable on the same terms and conditions.

18

1.5. All tax benefits of any nature, duties, cess or any other like payments or deductions available to TransferorCompanies under Income Tax, Sales Tax, Value Added Tax, Service Tax, GST etc. or any Tax deduction/Collectionsat Source, MAT Credit, tax credits, benefits of CENVAT credits, benefits of input credits up to the Effective Dateshall be deemed to have been on account of or paid by the Transferee Company and the relevant authoritiesshall be bound to transfer to the account of and give credit for the same to Transferee company upon thepassing of the orders by the NCLT or other Competent Authority, as the case may be.

1.6. The Transferor Companies shall, if so required, also give notice in such form as it may deem fit and proper tothe debtors, that pursuant to the sanction of this Scheme by the NCLT under and in accordance with Sections230 to 232 and all other applicable provisions, if any, of the Act, the said debtors should pay to the TransfereeCompany the debt, loan or advance or make the same on account of the Transferor Companies and the rightof the Transferor Companies to recover or realize the same stands vested in the Transferee Company.

1.7. All assets and properties of the Transferor Companies as on the Appointed Date, whether or not included inthe books of the respective Transferor Companies and all assets and properties which are acquired by theTransferor Companies on or after the Appointed Date but prior to the Effective Date, shall be deemed to be andshall become the assets and properties of the Transferee Company and shall under the provisions of Sections230 to 232 and all other applicable provisions, if any, of the Act, without any further act, instrument or deed, beand stand transferred to and vested in and be deemed to have been transferred to and vested in the TransfereeCompany upon the coming into effect of this Scheme. Provided however that no onerous assets shall havebeen acquired by the Transferor Companies after the Appointed Date without the consent of the TransfereeCompany as provided for in this Scheme.

2. Transfer of Liabilities:

2.1 Upon the coming into effect of this Scheme and with effect from the Appointed Date all liabilities all secured andunsecured debts (whether in Indian rupees or foreign currency), sundry creditors, liabilities (including contingentliabilities), duties and obligations and undertakings of every kind, nature and description whatsoever andhowsoever arising, raised or incurred or utilised for its business activities and operations of the TransferorCompanies (herein referred to as the "Liabilities"), shall, pursuant to the sanction of this Scheme by the NCLTor other Competent Authority, as the case may be under and in accordance with the provisions of Sections 230to 232 and other applicable provisions, if any, of the Act, without any further act, instrument, deed, matter orthing, be transferred to and vested in or be deemed to have been transferred to and vested in the TransfereeCompany, along with any charge, encumbrance, lien or security thereon, and the same shall be assumed bythe Transferee Company to the extent they are outstanding as on the Effective Date so as to become as andfrom the Appointed Date the liabilities of the Transferee Company on the same terms and conditions as wereapplicable to the Transferor Companies and the Transferee Company shall meet, discharge and satisfy thesame and further it shall not be necessary to obtain the consent of any third party or other person who is a partyto any contract or arrangement by virtue of which such liabilities have arisen in order to give effect to theprovisions of this Clause.

2.2 Where any such debts, loans raised, liabilities, duties and obligations as on the Appointed Date have beendischarged or satisfied by the Transferor Companies after the Appointed Date and prior to the Effective Date,such discharge or satisfaction shall be deemed to be for and on account of the Transferee Company.

2.3 All debts, liabilities, duties and obligations of the Undertaking as on the Appointed Date, whether or notprovided in the books of the respective Transferor Companies and all debts and loans raised, and duties,liabilities and obligations incurred or which arise or accrue to the Undertaking on or after the Appointed Date tillthe Effective Date, shall be deemed to be and shall become the debts, loans raised, duties, liabilities andobligations incurred by the Transferee Company by virtue of this Scheme.

2.4 Loans, advances and other obligations (including any guarantees, letters of credit, letters of comfort or anyother instrument or arrangement which may give rise to a contingent liability in whatever form), if any, due orwhich may at any time in future become due between the Transferor Company and the Transferee Companyshall, ipso facto, stand discharged and come to an end and there shall be no liability in that behalf on any partyand appropriate effect shall be given in the books of accounts and records of the Transferee Company.

3. Encumbrances

3.1 The transfer and vesting of the assets comprised in the Transferor Companies and in the Transferee Companyunder Clause 1 of Part C of this Scheme shall be subject to the mortgages and charges, if any, affecting thesame, as and to the extent hereinafter provided.

i. All the existing securities, mortgages, charges, encumbrances or liens (the "Encumbrances"), if any, ason the Appointed Date and created by the Transferor Companies after the Appointed Date, over theassets comprised in the Undertaking or any part thereof transferred to the Transferee Company by virtueof this Scheme and in so far as such Encumbrances secure or relate to liabilities of the TransferorCompanies, the same shall, after the Effective Date, continue to relate and attach to only such assets orany part thereof to which they are related or attached prior to the Effective Date and as are transferred tothe Transferee Company, and such Encumbrances shall not relate or attach to any of the other assets ofthe Transferee Company, provided however that no Encumbrances shall have been created by theTransferor Companies over its assets after the Appointed Date without the consent of the TransfereeCompany as provided for in this Scheme.

19

ii. The existing Encumbrances over the assets and properties of the Transferee Company or any partthereof which relate to the liabilities and obligations of the Transferee Company prior to the Effective Dateshall continue to relate only to such assets and properties and shall not extend or attach to any of theassets and properties of the Transferor Companies transferred to and vested in the Transferee Companyby virtue of this Scheme.

iii. Any reference in any security documents or arrangements (to which the Transferor Companies is a party)to the Transferor Companies and its assets and properties, shall be construed as a reference to theTransferee Company and the assets and properties of the Transferor Companies transferred to theTransferee Company by virtue of this Scheme. Without prejudice to the foregoing provisions, the TransferorCompanies and the Transferee Company may execute any instruments or documents or do all the actsand deeds as may be considered appropriate, including the filing of necessary particulars and/ormodification(s) of charge(s), with the Registrar of Companies to give formal effect to the above provisions,if required.

iv. Upon the coming into effect of this Scheme, the Transferee Company alone shall be liable to perform allobligations in respect of the Liabilities, which have been transferred to it in terms of the Scheme.

- It is expressly provided that, no other term or condition of the Liabilities transferred to the TransfereeCompany is modified by virtue of this Scheme except to the extent that such amendment is requiredstatutorily or by necessary implication.

- The provisions of this Clause 3 of Part C shall operate in accordance with the terms of the Scheme,notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms ofsanction or issue or any security document; all of which instruments, deeds or writings shall bedeemed to stand modified and/or superseded by the foregoing provisions.

3.2 Inter - se Transactions:

Without prejudice to the provisions of Clause 1 to 3 of Part C, with effect from the Appointed Date, all inter-partytransactions between the Transferor Companies and the Transferee Company shall be considered as intra-party transactions for all purposes.

4. Contracts, Deeds, Etc.

4.1 Upon the coming into effect of this Scheme and subject to the provisions of this Scheme, all contracts, deeds,bonds, agreements, schemes, arrangements, assurances and other instruments of whatsoever nature or tothe benefit of which the Transferor Companies may be eligible, and which are subsisting or have effectimmediately before the Effective Date, shall continue in full force and effect by, for or against or in favour of, asthe case may be, the Transferee Company and may be enforced as fully and effectually as if, instead of theTransferor Companies, the Transferee Company had been a party or beneficiary or obligee or obligor theretoor thereunder.

4.2 Without prejudice to the other provisions of this Scheme and notwithstanding the fact that by virtue of thisScheme itself, the Transferee Company may, at any time after the coming into effect of this Scheme in accordancewith the provisions hereof, if so required under any law or otherwise, take such actions and execute suchdeeds (including deeds of adherence), confirmations or other writings or arrangements with any party to anycontract or arrangement to which the Transferor Companies are a party or any writings as may be necessaryin order to give formal effect to the provisions of this Scheme. The Transferee Company shall, under theprovisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of the TransferorCompanies and to carry out or perform all such formalities or compliances referred to above on the part of theTransferor Companies.

4.3 For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon thecoming into effect of this Scheme, all consents, permissions, licenses, certificates, clearances, authorities,powers of attorney given by, issued to or executed in favour of the Transferor Companies shall without anyfurther act or deed, stand transferred to the Transferee Company, as if the same were originally given by,issued to or executed in favour of the Transferee Company, and the Transferee Company shall be bound by theterms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall beavailable to the Transferee Company. The Transferee Company shall receive relevant approvals from theconcerned Governmental Authorities as may be necessary in this behalf.

5. LEGAL PROCEEDINGS

On and from the Appointed Date, all suits, actions, claims and legal proceedings by or against the TransferorCompanies pending and/or arising on or before the Effective Date shall be continued and / or enforced as desiredby the Transferee Company and on and from the Effective Date, shall be continued and / or enforced by or against theTransferee Company as effectually and in the same manner and to the same extent as if the same had beenoriginally instituted and/or pending and/or arising by or against the Transferee Company. On and from the EffectiveDate, the Transferee Company shall have the right to initiate, defend, compromise or otherwise deal with any legalproceedings relating to the undertaking in the scheme same manner and to the same extent as would or might havebeen initiated by the Transferor Companies as the case may be, had the Scheme not been made; If any suit, appealor other proceedings of whatever nature by or against the Transferor Companies be pending, the same shall not

20

abate or be discontinued or in any way be prejudicially affected by reason of the merger of the Transferor Companiesor by anything contained in this Scheme but the proceedings may be continued, prosecuted and enforced by oragainst the Transferee Company in the same manner and to the same extent as it would or might have beencontinued, prosecuted and enforced by or against the Transferor Companies as if this Scheme had not been made.

6. Conduct Of Business Till Effective Date

With effect from the Appointed Date and up to and including the Effective Date:

6.1 The Transferor Companies shall carry on and shall be deemed to have carried on all its business andactivities as hitherto and shall hold and stand possessed of the undertaking for the benefit of and in trust for theTransferee Company.

6.2 All the profits or income accruing or arising to the Transferor Companies and all expenditure or losses arisingor incurred (including all taxes, if any, paid or accruing in respect of any profits and income) by the TransferorCompanies shall, for all purposes, be treated and be deemed to be and accrue as the profits or income or asthe case may be, expenditure or losses (including taxes) of the Transferee Company.

6.3 Any of the rights, powers, authorities and privileges attached or related or pertaining to and exercised by oravailable to the Transferor Companies shall be deemed to have been exercised by the Transferor Companiesfor and on behalf of and as agent for the Transferee Company. Similarly, any of the obligations, duties andcommitments attached, related or pertaining to the Undertaking that have been undertaken or discharged bythe Transferor Companies shall be deemed to have been undertaken or discharged for and on behalf of andas agent for the Transferee Company.

6.4 With effect from the date of filing of this Scheme with the NCLT or other Competent Authority, as the case maybe and including the Effective Date:

6.5 The Transferor Companies shall preserve and carry on their business and activities with reasonable diligenceand business prudence and shall not undertake any additional financial commitments of any nature whatsoever,borrow any amounts nor incur any other liabilities or expenditure, issue any additional guarantees, indemnities,letters of comfort or commitments either for itself or on behalf of its group companies or any third party or sell,transfer, alienate, charge, mortgage or encumber or deal with the Undertaking or any part thereof save andexcept in each case in the following circumstances:

a) if the same is in its ordinary course of business as carried on by it as on the date of filing this Scheme withthe NCLT or other Competent Authority, as the case may be; or

b) if the same is permitted by this Scheme; or

c) if consent of the Board of Directors of the Transferee Company has been obtained.

6.6 The Transferor Companies shall not take, enter into, perform or undertake, as applicable (i) any materialdecision in relation to its business and operations (ii) any agreement or transaction; and (iii) such othermatters as the Transferee Company may notify from time to time save and except in each case in the followingcircumstances:

a) if the same is in its ordinary course of business as carried on by it as on the date of filing this Scheme withthe NCLT or other Competent Authority, as the case may be; or

b) if the same is permitted by this Scheme; or

c) if consent of the Board of Directors of the Transferee Company has been obtained.

6.7 Without prejudice to the generality of Clause 6.6 of Part C referred above, the Transferor Companies shall notmake any change in its capital structure, whether by way of increase (by issue of equity shares on a rightsbasis, bonus shares) decrease, reduction, reclassification, sub-division or consolidation, re-organisation, orin any other manner except by way of making calls on partly paid shares to make them as fully paid, which may,in any way, affect the Share Exchange Ratio as provided in Clause 11.1 of Part C except under any of thefollowing circumstances

a. by mutual consent of the Board of Directors of the Transferor Companies and of the Transferee Company; or

b. as may be permitted under this Scheme.

7. Accounting Treatment Accounting treatment in the books of transferee Company

This Scheme of Arrangement and Merger by absorption shall be accounted for in accordance with accountingprinciples generally accepted in India including Indian Accounting Standard (Ind AS) specified under Section 133 ofthe Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 as amended.

7.1 In respect of Transferor Company I, the merger shall be accounted for as follows:

a) All the assets and liabilities of the Transferor Company I shall stand transferred to and the same shall berecorded by, the Transferee Company at their respective carrying amount in the same form as appearingin the books of the account of the Transferor Company I.

21

b) The identity of reserves shall be preserved and shall appear in the financial statements of theTransferee Company in the same form in which they appeared in the financial statements of theTransferor Company I.

c) The amount of intercompany balances, transactions or investments, if any, between the TransferorCompany I and the Transferee Company appearing in the books of accounts of the Transferor CompanyI and the Transferee Company, shall stand cancelled without any further act or deed.

d) The Transferee Company shall credit to its share capital in its books of account, the aggregate face valueof the equity shares issued by it to the member of the Transferor Company I pursuant to this scheme.

e) In compliance with the Indian Accounting Standards (Ind AS), the difference between the Net Assetstransferred by Transferor Company I to the Transferee Company and the consideration payable by thetransferee company in the form of equity shares issued at nominal value, shall be credited/debited toCapital Reserve in accordance with the accounting principles prescribed in Ind AS. For the purpose ofthis clause, net assets transferred mean difference between the carrying value of the assets beingtransferred to the Transferee Company and the aggregate of carrying value of liabilities and reserves andsurplus being transferred to Transferee Company.

f) In case of any differences in accounting policy between the Transferor Company I and the TransfereeCompany, the accounting policies followed by the Transferee Company will prevail and the difference tillthe Appointed Date will be quantified and adjusted in the Capital Reserve Account to ensure that thefinancial statements of the Transferee Company reflect the financial position on the basis of consistentaccounting policy.

g) The financial information in the financial statements of the Transferee in respect of prior periods shall berestated as if the business combination with Transferor Company I had occurred from the beginning ofthe preceding period in the financial statements, irrespective of the actual date of the combination.

7.2 Accounting for Transferor Company II shall be as follows:

a) All the assets and liabilities of the Transferor Company II, shall stand transferred to and be vested in theTransferee Company pursuant to the Scheme becoming effective and shall be recorded by the TransfereeCompany at cost which is allocated over the group of assets based on relative fair value from the effectivedate.

b) The amount of intercompany balances, transactions or investments, if any, between the TransferorCompany II and the Transferee Company appearing in the books of accounts of the Transferor CompanyII and the Transferee Company, shall stand cancelled without any further act or deed.

c) The Transferee Company shall record at fair value the consideration issued in form of equity sharecapital to the members of the Transferor Company II pursuant to this scheme. More specifically, theequity shares issued by the Transferee Company shall be recorded in the books of account by credit toshare capital the aggregate face value of the equity shares and the difference between the face value ofthe shares and fair value being credited to Securities Premium Account.

7.3. Conversion of certain 'Series A' Equity shares held by the shareholders of Transferee Company as on RecordDate into 9% Non-Cumulative Optionally Convertible Redeemable Preference Shares in the TransfereeCompany shall be accounted for as per the provisions of applicable Indian Accounting Standard (Ind AS).

8. Treatment of Taxes

8.1 Any tax liabilities under the Income-tax Act, 1961 and all applicable indirect taxes , Wealth Tax Act, 1957,Customs Act, 1962, Central Excise Act, 1944, Maharashtra Value Added Tax Act, 2002, Central Sales Tax Act,1956 , any other state Sales Tax / Value Added Tax laws, service tax, luxury tax, Goods and Services Tax (GST)stamp laws or other applicable laws/ regulations (hereinafter in this Clause referred to as "Tax Laws") dealingwith taxes/ duties/ levies allocable or related to the business of the Transferor Companies to the extent notprovided for or covered by tax provision in the accounts made as on the date immediately preceding theAppointed Date shall be transferred to Transferee Company.

8.2 All taxes (including income tax & all indirect Taxes wealth tax, sales tax, excise duty, customs duty, service tax,GST, luxury tax, VAT, etc.) paid or payable by the Transferor Companies in respect of the operations and/or theprofits of the business on and from the Appointed Date, shall be on account of the Transferee Company and,in so far as it relates to the tax payment (including without limitation income tax, wealth tax, sales tax, exciseduty, customs duty, service tax, GST, luxury tax, VAT, etc.), whether by way of deduction at source, advance tax orotherwise howsoever, by the Transferor Companies in respect of the profits or activities or operation of thebusiness on and from the Appointed Date, the same shall be deemed to be the corresponding item paid by theTransferee Company, and shall, in all proceedings, be dealt with accordingly.

8.3 Any refund under the Tax Laws due to Transferor Companies consequent to the assessments made onTransferor Companies and for which no credit is taken in the accounts as on the date immediately precedingthe Appointed Date shall also belong to and be received by the Transferee Company.

22

8.4 Without prejudice to the generality of the above, all benefits including that of withholding tax (TDS) under theincome tax, MAT credit under the Income Tax Act 1961 sales tax, excise duty, customs duty, service tax, luxury tax,VAT, etc., to which the Transferor Companies are entitled to in terms of the applicable Tax Laws of the Unionand State Governments, shall be available to and vest in the Transferee Company.

9. EMPLOYEES

Upon the coming into effect of this Scheme:

9.1 All the permanent employees of the Transferor Companies and who are in its employment as on the EffectiveDate shall become the permanent employees of the Transferee Company with effect from the Effective Datewithout any break or interruption in service and on terms and conditions as to employment and remunerationnot less favourable than those on which they are engaged or employed by the respective Transferor Companies.It is clarified that the employees of the Transferor Companies who become employees of the TransfereeCompany by virtue of this Scheme, shall not be entitled to the employment policies and shall not be entitled toavail of any schemes and benefits that may be applicable and available to any of the employees of theTransferee Company (including the benefits of or under any employee stock option schemes applicable to orcovering all or any of the employees of the Transferee Company), unless otherwise determined by the Boardof Directors of the Transferee Company. The Transferee Company undertakes to continue to abide by anyagreement/ settlement, if any, validly entered into by the Transferor Companies with any union/employee of theTransferor Companies (as may be recognized by the Transferor Companies).

9.2 The existing provident fund, gratuity fund and pension and/or superannuation fund or trusts or retirement fundsor benefits created by the Transferor Companies or any other special funds created or existing for the benefitof the concerned permanent employees of the Transferor Companies (collectively referred to as the "Funds")and the investments made out of such Funds shall, at an appropriate stage, be transferred to the TransfereeCompany to be held for the benefit of the concerned employees. The Funds shall, subject to the necessaryapprovals and permission and at the discretion of the Transferee Company, either be continued as separatefunds of the Transferee Company for the benefit of the employees of the Transferor Companies or be transferredto and merged with other similar funds of the Transferee Company. In the event that the Transferee Companydoes not have its own fund with respect to any such Funds, the Transferee Company may, subject to necessaryapprovals and permissions, continue to maintain the existing Funds separately and contribute thereto, untilsuch time as the Transferee Company creates its own funds at which time the Funds and the investments andcontributions pertaining to the employees of the Transferor Companies shall be transferred to such funds ofthe Transferee Company.

10. Saving Of Concluded Transactions

Subject to the terms of this Scheme, the transfer and vesting of the Undertaking of the Transferor Companies underClause 1 & 2 of Part C of this Scheme shall not affect any transactions or proceedings already concluded by theTransferor Companies on or before the Appointed Date or concluded after the Appointed Date till the Effective Date,to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things made, done andexecuted by the Transferor Companies as acts, deeds and things made, done and executed by or on behalf of theTransferee Company.

11. Issue Of New Equity Shares By Transferee Company To The Transferor Companies And Cancellation Of Shares.

11.1 Upon coming into effect of this Scheme and in consideration of the transfer and vesting Transferor Companiesin the Transferee Company, in terms of this scheme, the Transferee Company shall without any furtherapplication or deed, be required to issue and allot:

a) to the equity shareholders of the Transferor Company I whose names appear in the register of membersof the Transferor Company I as on the Record Date, 1 (one) fully paid-up equity share of the face value ofRs.10/- each in the Transferee Company, for every 8 fully paid-up equity shares of the face value ofRs. 10/- each held in the Transferor Company I.

b) to the equity shareholders of the Transferor Company II whose names appear in the register of membersof the Transferor Company II as on the Record Date, 8 (Eight) fully paid-up equity shares of the face valueof Rs.10/- each in the Transferee Company, for every 69 (Sixty Nine) fully paid-up equity shares of the facevalue of Rs. 10/- each held in the Transferor Company II.

The fully paid-up equity shares of the face value of Rs.10/- each issued by the transferee companytogether be hereinafter referred to as the "New Equity Shares.

c) The preference shares held by transferee company aggregating to Rs. 3,25,00,000 (32,50,000 share ofRs. 10/- each) of the Transferor Company I would be cancelled in totality.

11.2 It is clarified that no special resolution under Section 62(1) (c) of the Companies Act, 2013 and any otherapplicable provisions of the Act will be required to be passed by the Transferee Company separately in ageneral meeting for issue of New Equity Shares to the shareholders of the Transferor Companies under thisScheme and on the members of the Transferee Company approving this Scheme, it shall be deemed that theyhave given their consent to the issue of equity shares of the Transferee Company to the shareholders of theTransferor Companies.

23

11.3. No certificates shall be issued by the Transferee Company in respect of the fractional entitlements, if any, towhich the shareholders of the Transferor Companies may be entitled. The fractional entitlements arising, ifany, shall be ignored and the shareholders of Transferor Companies shall not claim any right, title or interestin such fractional entitlements.

12. Amendment to the Memorandum Of Association of the Transferee Company

In order to carry on the activities currently being carried on by the Transferor Companies, upon coming into effect ofthe Scheme, the main objects in the memorandum of association of each Transferor Company shall be added tothe main objects of the memorandum of association of the Transferee Company, to the extent such objects are notalready covered by those of the Transferee Company. Revised Objects are enclosed to this scheme a Annexure 1.

Part D

Re-classification/re-organisation of Share Capital of Baramati Agro Limited

1. Equity Share Capital of Transferee Company

The 'Series A' equity shareholders of the Transferee Company who holds 250 or less 'Series A' equity shares ofTransferee Company as on the Record Date, shall be issued 9% fully paid-up Non-Cumulative Optionally ConvertibleRedeemable Preference Shares of the face value of Rs.10/- each in the Transferee Company in place of the EquityShares held by them in the ratio of 1:1.

Accordingly, 52,48,614 'Series A' Equity Shares of Rs. 10/- each would be converted in to 52,48,614 9% fully paid-upNon-Cumulative Optionally Convertible Redeemable Preference Shares of the face value of Rs.10/- each and thefully paid-up Preference shares of the value of Rs. 10/- each to be issued by the Transferee Company be hereinafterreferred as the "New Preference Shares".

Upon this Scheme coming into effect, all the shareholders whose names shall appear on the Register of Membersof Transferee Company on such Record Date fixed as aforesaid, if so, required by Transferee Company, shallsurrender their cancelled equity share certificates to Transferee Company for cancellation thereof. Alternatively, theshare certificates in relation to the equity shares held by them in Transferee shall, without any further application, act,instrument or deed, be deemed to have been automatically cancelled and cease to be negotiable and be of no effecthaving any commercial value, on and from the Record Date. Transferee Company shall credit Preference shares indematerialized form to the specified 'Series A' Equity shareholders.

The Revised Capital Structure after reorganization the 'Series A' Equity Paid-up Share Capital of the TransfereeCompany would be as follows;

Particulars Rs.

Authorised Share Capital:

3,30,94,386 ordinary equity shares ( Series A) of Rs.10/-each 33,09,43,860

1,26,57,000 'Series B' equity shares of Rs. 10/-each 12,65,70,000

52,48,614 9% fully paid-up Non-Cumulative Optionally Convertible Redeemable

Preference Shares of Rs. 10/- each 5,24,86,140

70,00,000 preference shares of Rs. 10/- each 7,00,00,000

(Total :- 5,80,00,000 Shares of Rs. 10/- each.) 58,00,00,000

Subscribed and Paid up Share Capital:

3,08,11,035 ordinary equity shares (Series A) of Rs.10/-each fully paid up 30,81,10,350

1,26,56,254 'Series B' equity shares of Rs. 10/-each fully paid up 12,65,62,540

53,98,385 6% Non-cumulative Redeemable Preference Shares of Rs.10/- each 5,39,83,850

52,48,614 9% Non-Cumulative Optionally Convertible Redeemable Preference Shares 5,24,86,140

Total Subscribed and Paid-Up Capital (5,41,14,288 Shares of Rs. 10/- each) 54,11,42,880

Cancellation of the Equity share capital of Transferee Company pursuant to conversion of 'Series A; Equity Sharesinto Non-Cumulative Optionally Convertible Redeemable Preference Shares shall be done as an integral part ofthe Scheme and not in accordance with Section 66 of the Act as the same does not involve either diminution ofliability in respect of any unpaid share capital or payment to any shareholder of any paid-up share capital.

24

PART E

General provisions:

1. Increase in authorised, share capital and amendment to the object clause of the Transferee Company

Upon the Scheme coming into effect, the authorised share capital of the Transferee Company in terms of itsMemorandum of Association and Articles of Association shall automatically stand enhanced by the authorizedcapital of Transferor Companies without any further act, instrument or deed on the part of the Transferee Company,including payment of stamp duty and fees payable to Registrar of Companies and the Memorandum of Associationand Articles of Association of the Transferee Company (relating to the authorized share capital) shall, without anyfurther act, instrument or deed, be and stand altered, modified and amended, and the consent of the shareholdersto the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment, and no furtherresolution(s) under sections 9, 13, 61 and 64 of the Companies Act 2013, would be required to be separatelypassed. For this purpose, the filing fees and stamp duty already paid by the Transferor Companies on their respectiveauthorised share capital shall be utilized and applied to the increased share capital of the Transferee Company andshall be deemed to have been so paid by the Transferee Company on such combined authorised share capital andaccordingly, the Transferee Company shall not be required to pay any fees / stamp duty on the authorised sharecapital so increased.

Accordingly, in terms of this Scheme, the authorised share capital of the Transferee Company shall stand enhancedto an amount of Rs. 71,50,00,000 divided into 4,33,44,386 'Series A' Ordinary equity shares of Rs. 10/- each and1,26,57,000 'Series B' Equity Shares of Rs.10/- each and 1,54,98,614 Preference Shares of Rs.10/-each.

The capital clause being Clause V of the Memorandum of Association and Clause 2 of the Articles of Association ofthe Transferee Company shall on the Effective Date stand substituted to read as follows:

Altered Capital clause from the Memorandum of Association of the Transferee Company:

"The Authorised Share Capital of the Company is Rs. 71,50,00,000 divided into 4,33,44,386 'Series A/Ordinaryequity shares of Rs. 10/- (Rs. Ten) each and 1,26,57,000 'Series B' Equity Shares of Rs.10/- each and 1,54,98,614Preference Shares of Rs.10/-each."

Altered Capital clause from the Articles of Association of the Transferee Company:

The Authorised Share Capital of the Company is as per Clause V of the Memorandum of Association of the Company.

1.1. Issue of shares :

Upon the issue of Equity Shares and Preference Shares as provided in this Scheme, the equity shares and/ orPreference Shares of the Transferor Companies in Dematerialized form, shall be deemed to have beenautomatically cancelled and be of no effect on and from the Record Date.

The ordinary Equity Shares and Preference Shares to be issued by the Transferee Company pursuant toClause 11 of Part C and entire Part D shall be issued in Dematerialized form, provided details of shareholdersof transferor companies and such other confirmations as may be required are furnished by such members ofthe Transferor Companies and to the Transferee Company on or before the Record Date.

Wherever the shares are held in physical form, the Share Certificates held by the Shareholders of the TransferorCompanies shall automatically stand cancelled without any necessity of them being surrendered to theTransferee Company. The new Shares would be issued/ allotted/ credited in Dematerialized form for therequisite number of shares shall be issued by the Transferee Company.

After reclassification/reorganization and post of allotment of new issue of shares pursuant to this scheme ,Final share capital structure of the Transferee Company would be as follows:-

Particulars Rs.Authorised Share Capital:

4,33,44,386 ordinary equity shares ( Series A) of Rs.10/-each 43,34,43,860

1,26,57,000 'Series B' equity shares of Rs. 10/-each 12,65,70,000

1,54,98,614 preference shares of Rs. 10/- each 15,49,86,140

(Total :- 71,50,00,00 Shares of Rs. 10/- each.) 71,50,00,000

Subscribed and Paid up Share Capital:

3,19,68,757 ordinary equity shares (Series A) of Rs.10/-each fully paid up 31,96,87,570

1,26,56,254 'Series B' equity shares of Rs. 10/-each fully paid up 12,65,62,540

53,98,385 6% Non-cumulative Redeemable Preference Shares of Rs.10/- each 5,39,83,850

52,48,614 9% Non-Cumulative Optionally Convertible Redeemable Preference Shares 5,24,86,140

Total Subscribed and Paid-Up Capital ( 5,52,72,010 Shares of Rs. 10/- each) 55,27,20,100

25

1.2. Pending share transfers, etc.:

1.2.1 In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholderof the Transferor Companies, the Board of Directors of the Transferee Company shall be empowered inappropriate cases, prior to or even subsequent to the Record Date, to effectuate such a transfer as if suchchanges in the registered holder were operative as on the Record Date, in order to remove any difficultiesarising to the transferor or transferee of equity shares in the Transferor Companies, after the effectivenessof this Scheme;

1.2.2 The ordinary Equity Shares or Preference Shares to be issued by the Transferee Company pursuant tothis Scheme in respect of any equity shares of the Transferor Companies and which are held in abeyanceunder the provisions of Section 126 of the Companies Act, 2013 or otherwise shall pending allotment orsettlement of dispute by order of Court or otherwise, be held in abeyance by the Transferee Company.

1.2.3 New Shares subject to same terms:

The ordinary Equity Shares or preference Shares issued and allotted by the Transferee Company interms of this Scheme shall be subject to the provisions of the Memorandum and Articles of Associationof the Transferee Company and shall inter-se rank paripassu in all respects with the then existing equityshares of the same class or preference shares of the Transferee Company of the same class, includingin respect of dividend, if any, that may be declared by the Transferee Company on or after the EffectiveDate;

2. Cancellation Of Shares

Upon the Scheme becoming effective, the Equity Shares and/or the Preference Shares held by the TransfereeCompany in the Transferor Company I shall stand cancelled.

3. Dissolution Of Transferor Companies And General Terms And Conditions.

On the coming into effect of this Scheme, the Transferor Company I and II shall stand dissolved without winding-up,and the Board of Directors and any committees thereof of the Transferor Companies shall without any further act,instrument or deed be and stand dissolved.

4. Validity Of Existing Resolution, Etc.

Upon the coming into effect of this Scheme the resolution, if any, of the Transferor Companies, which are valid andsubsisting on the Effective Date, shall continue to be valid and subsisting and be considered as resolution of theTransferee Company and if any such resolution have any monetary limits approved under the provisions of the Act,or any other applicable statutory provisions, then the said limits shall be added to the limits, if any, under likeresolution passed by the Transferee Company and shall constitute the aggregate of the said limits in the TransfereeCompany.

5. Declaration Of Dividend

5.1 During the period between the Appointed Date and up to and including the Effective Date, the TransferorCompanies may declare and pay any dividend to its shareholders, whether interim or final, out of its profits andavailable cash.

5.2 For the avoidance of doubt, it is hereby declared that nothing in the Scheme shall prevent the TransfereeCompany from declaring and paying dividends, whether interim or final, to its equity shareholders as on theRecord Date for the purpose of dividend and the shareholders of the Transferor Companies shall not beentitled to dividend, if any, declared by the Transferee Company prior to the Effective Date.

5.3 For the avoidance of doubt, it is also clarified that the aforesaid provisions in respect of declaration of dividendsof the Transferor Companies and Transferee Company are enabling provisions only and shall not be deemedto confer any right on any member of the respective companies to demand or claim dividend which, subject tothe provisions of the Act, shall be entirely at the discretion of the Board of Directors of the respective companies.

6 Modification Of Scheme.

6.1 Subject to approval of NCLT or other Competent Authority, as the case may be, the Transferor Companies andthe Transferee Company by their respective Board of Directors or any director/executives or any committeeauthorised in that behalf (hereinafter referred to as the "Delegate") may assent to, or make, from time to time,any modification(s) or addition(s) to this Scheme which the NCLT or other Competent Authority, as the casemay be or any authorities under law may deem fit to approve of or may impose and which the Board of Directorsof the Transferor Companies and the Transferee Company may in their discretion accept, such modification(s)or addition(s) as the Board of Directors of the Transferor Companies and the Transferee Company as the casemay be, their respective Delegate may deem fit, or required for the purpose of resolving any doubts or difficultiesthat may arise in carrying out this Scheme. The Transferor Companies and the Transferee Company by theirrespective Boards of Directors or Delegates are authorised to do and execute all acts, deeds, matters andthings necessary for bringing this Scheme into effect, or review the position relating to the satisfaction of theconditions of this Scheme and if necessary, waive any of such conditions (to the extent permissible in law) forbringing this Scheme into effect, and/or give such consents as may be required in terms of this Scheme. In theevent that any conditions are imposed by the NCLT or other Competent Authority or any Governmental Authorities,

26

as the case may be, which the Board of Directors of the Transferor Companies or the Transferee Company findunacceptable for any reason, then the Transferor Companies and the Transferee Company shall be at libertyto withdraw the Scheme.

6.2 For the purpose of giving effect to this Scheme or to any modification(s) thereof or addition(s) thereto, theDelegates (acting jointly) of the Transferor Companies and Transferee Company may give and are authorisedto determine and give all such directions as are necessary for settling or removing any question of doubt ordifficulty that may arise under this Scheme or in regard to the meaning or interpretation of any provision of thisScheme or implementation thereof or in any matter whatsoever connected therewith (including any question ordifficulty arising in connection with any deceased or insolvent shareholders or depositors, if any of the TransferorCompanies) or to review the position relating to the satisfaction of various conditions of this Scheme and ifnecessary, to waive any such conditions (to the extent permissible in law) and such determination or directionsor waiver, as the case may be, shall be binding on all parties, in the same manner as if the same werespecifically incorporated in this Scheme. For the avoidance of doubt it is clarified that where this Schemerequires the approval of the Board of Directors of the Transferor Companies or the Transferee Company to beobtained for any matter, the same may be given through their Delegates.

7 Filing Of Applications

The Transferor Companies and the Transferee Company shall use their best efforts to make and file all applicationsand petitions under Sections 230 to 232 and other applicable provisions of the Act, before the NCLT or otherCompetent Authority, as the case may be having jurisdiction for sanction of this Scheme under the provisions of law,and shall apply for such approvals as may be required under law.

8 Approvals

The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to any GovernmentalAuthority, if required, under any law for such consents and approvals which the Transferee Company may require toown the Undertaking and to carry on the business of the Transferor Companies.

9 Scheme Conditional Upon Sanctions, Etc.

This Scheme is conditional upon and subject to:

9.1 The Scheme being agreed to by the requisite majority of the respective classes of members of the TransferorCompanies and of the Transferee Company as required under the Act and the requisite orders of the NCLT orother Competent Authority, as the case may be being obtained; and

9.2 The requisite consents, approvals or permissions if any of the Government Authority or any other StatutoryAgencies which by law may be necessary for the implementation of this Scheme.

9.3 The certified copies of the orders of the NCLT sanctioning this Scheme being filed with the Registrar ofCompanies, Pune Maharashtra.

9.4 In the event of this Scheme failing to take effect finally by appointed date, or by such later date as may be agreedby the respective Board of Directors of the Transferor Companies and the Transferee Company or theirrespective Delegates, this Scheme shall become null and void and be of no effect and in that event no rightsand liabilities whatsoever shall accrue to or be incurred or claimed inter- se by the parties or their shareholdersor creditors or employees or any other person. In such case, each company shall bear its own costs, chargesand expenses or as may be mutually agreed.

10 Costs, Charges, Expenses And Stamp Duty

All costs, charges and expenses (including any taxes and duties) incurred or payable by the Transferor Companiesand Transferee Company in relation to or in connection with this Scheme and incidental to the completion of theamalgamation of the Transferor Companies and with the Transferee Company in pursuance of this Scheme,including stamp duty on the orders of the NCLT or other Competent Authority, as the case may be, if any and to theextent applicable and payable, shall be borne and paid by the Transferee Company and shall be accounted for inaccordance with the provision of applicable Accounting Standard notified under Section 133 of the Companies Act,2013.

Terms And Conditions Of Non-Cumulative Optionally Convertible Redeemable Preference Shares (NCOCRPS).The NCOCRPS shall be subject to provisions of the Companies Act, 2013 and the Rules thereof, Memorandumand Articles of Association of the Company.

(to be printed on the reverse of the Preference share certificate of Baramati Agro Limited-BAL )

1. Number of Preference Shares and tenure:

54,20,304 (Fifty Four Lakhs Twenty Thousand Three Hundred and Four) Non-Cumulative Optionally ConvertibleRedeemable Preference Shares upto Ten years.

2. Nominal Value of shares (Rs.)

Non-Cumulative Optionally Convertible Redeemable Preference Shares of Rs. 10/-

27

3. Ranking

They shall rank in priority in the event of winding up of the company but behind any creditors of the company

4. Dividend to be paid

A fixed rate of dividend shall be paid to such holders of Preference Shares carrying a preferential right of suchdividend payment. Dividend shall be fixed at 9 % p.a. to be paid on the Preference shares. Dividend right is Non-Cumulative in nature.

5. Redemption of Preference Shares

A. Term: 10 years from the issue of the respective NCOCRPS;

B. Early Redemption: The redemption prior to the Term will be possible at the option of the company and not at theoption of the NCOCRPS holders;

At the discretion of the company, prior to the actual date of redemption, which would be ten years from the dateof issue of the respective shares, the Company may redeem shares as it may think fit in one or more installmentsat a price which would be at least equal to the face value of the shares.

C. Other conditions of redemption:

(i) The shares may be redeemed at a premium provided out of profits or out of securities premium accountat the option of the Company.

(ii) In the event the NCOCRPS are redeemed out of profits, a sum equal to nominal amount of the sharesredeemed shall be transferred to Capital Redemption Reserve.

(iii) Conversion Terms: The conversion of the shares will be at the option of the company and may be suitablydecided by the company. The terms may be decided and modified as per the necessity. The eachNCOCRPS of Rs.10/-each shall be converted into 1(one) Equity Shares (Series A) of Rs.10/-each at theoption of the Company

6. Re-payment in case of Winding up

In the event of winding up of the Company, the holders of Preference shares shall be entitled to receive, in preferenceto holders of Equity Shares, an amount equal to the capital paid up by such holders. The holders of the preferencecapital shall be not entitled to participate in the distribution of the remaining assets of the company.

7. Voting Rights

The holders will have the right to vote only on those matters which is of their concern i.e. which directly affect the rightsattached to such preference share. Each share will carry one vote.

8. Transfer of shares

The Provisions of the Articles of Association of the Company would apply to the transfer of Preference shares.

Annexure

Main object clause of Transferee Company post-merger pursuant to this present composite scheme.

1. To carry on the business of farming, agriculture and horticulture in their respective forms and branches and to grow,produce, manufacture, process, prepare, refine, extract, manipulate, hydrolyze, deodrise, grind, bleach, hydrogenate,buy, sell or otherwise deal in kinds of agricultural, horticultural dairy, poultry and farm produce and products includingfood grains, cereals, seeds, plants, flowers, vegetables, fruits, vegetable and edible oils, meat, fish, eggs and foodsand food products and preparation of any nature or description whatsoever.

2. To breed, raise, buy, sell and deal in kinds of poultry, poultry and seeds; to establish develop and maintain and aidin the establishment and maintenance of poultry and seed farms and ancillary operations like hatcheries, breederhouse, egg producing and distributing centers, green house and stores.

3. To carry on the business of producing, selling, importing, exporting, storing, dealing, processing of the frozen bovinesemen, bovine embryos and bovine bulls and to breed, raise, process, maintain, develop, buy, sell, import, exportand deal in poultry, dairy, seeds and agricultural products.

4. To carry on the business of running, establishing, maintaining, let on hire, buy and sale for hire purchase, exchanging,replacing, repairing, servicing, assembling, coach or body building, booking of motor lorries, motor taxies, trucks,tankers, tractors, cranes, jeeps, trailors, trolleys, lorries coaches, cars, buses, oil and patrol tankers, milk tankers,cargo and movers, heavy and medium vehicles, vans, rickshaws, animal drawn vehicles, utility vehicles, temperaturecontrol trucks and vans, light and all types of passenger transport, combines, motor omnibuses tank, and toundertake transportation activity in various types of transport including road, air, sea, and to provide logistic facilitieswhich includes all types of warehousing, godowns, cold storages, material handling equipments and machineries,packing equipments in India and Abroad and to act as a transporter, lorry operator, lorry and vehicle operators,packers, movers, job masters, store keepers, warehousemen's, cargo and mover operators, passenger operators,carriers and forwarding agents, travel agents, arranger and tours operators.

28

Baramati Agro LimitedStandalone Balance Sheet as at March 31, 2019

(All amounts in rupees lakhs, unless otherwise stated)

March 31, 2019 March 31, 2018

AssetsNon-current assetsProperty, plant and equipment 40,746.46 41,602.86Capital work-in-progress 5,840.51 1,085.12Intangible assets 61.74 76.68Investment in subsidiaries 87.16 90.82Financial assetsInvestments 423.92 102.91Loans 403.51 494.79Other non-current financial assets 111.07 278.75Other assets 2,836.97 3,052.88

50,511.34 46,784.81Current assetsBiological assets 5,230.29 5,244.93Inventories 52,006.71 45,235.78Financial assetsTrade receivable 6,480.02 9,994.05Loans 3,756.12 3,369.55Cash and cash equivalents 1,209.97 2,698.25Other bank balances 771.32 573.00Other current financial assets 4,006.48 1,207.22Derivative instruments 5.20 -Other assets 5,066.51 2,244.76

78,532.62 70,567.54Total Assets 1,29,043.96 1,17,352.35Equity and LiabilitiesEquityEquity share capital 4,871.59 4,871.59Other equity 36,876.35 27,770.36Total equity 41,747.94 32,641.95LiabilitiesNon-current liabilitiesFinancial liabilitiesBorrowings 14,282.88 13,343.57Other non-current financial liabilities 1,557.83 1,221.07Provisions 45.89 61.83Deferred tax liabilities (net) 2,203.07 2,307.18Other liabilities 840.15 1,148.63

18,929.82 18,082.28Current liabilitiesFinancial liabilitiesBorrowings 38,763.07 38,303.93Trade payables- Dues to micro enterprises, small and medium enterprises 2,443.35 65.01- Dues to other than micro enterprises, small and medium enterprises 16,676.73 17,544.67Other current financial liabilities 7,961.97 9,264.04Derivative instruments - 0.46Provisions 656.16 432.71Income tax liabilities (net) 1,170.94 379.04Other liabilities 693.98 638.26

68,366.20 66,628.12Total Equity and Liabilities 1,29,043.96 1,17,352.35

Summary of significant accounting policies

Summary of significant accounting judgements, estimates and assumptions

The accompanying notes form an integral part of the standalone financial statements

As per our report of even date

For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number: 324982E/E300003

per Vaibhav Kumar Gupt aPartnerMembership Number: 213935

Place: Pune, IndiaDate: November 12, 2019

For and on behalf of the Board of Directors

Rajendra D. Pawar Subhash M. KoreChairman & Managing Director Chief Financial Officer(DIN:00226848)

Rohit R. Pawar Devendra KulkarniWhole Time Director Company Secretary(DIN: 00590679) (M. No. A27483)

Place: Pune, India Place: Pune, IndiaDate: November 12, 2019 Date: November 12, 2019

29

Baramati Agro Limited Standalone Statement of profit and loss for the year ended March 31, 2019

(All amounts in rupees lakhs, unless otherwise stated)

Notes March 31, 2019 March 31, 2018

Income

Revenue from operations 1,84,789.94 1,41,724.34

Other income 2,205.38 1,097.29

Total income 1,86,995.32 1,42,821.63

Expenses

Cost of raw materials consumed 1,24,617.32 1,08,974.86

Purchase of traded goods 17,785.72 13,525.24

(Increase) in inventories of work-in-progress, finished goods,

traded goods and biological assets (6,022.39) (17,283.13)

Excise duty on sale of goods - 410.78

Employee benefit expenses 7,208.11 6,002.02

Depreciation and amortisation expense 4,871.62 4,962.34

Finance costs 4,290.71 4,251.92

Other expenses 22,285.46 15,459.47

Total expenses 1,75,036.55 1,36,303.50

Profit before tax 11,958.77 6,518.13

Income tax expense

Current tax 3,823.57 1,500.00

Deferred tax (refer note 45) (979.97) (52.21)

MAT credit entitlement (refer note 43) - (1,704.69)

Total income t ax expense/(credit) 2,843.60 (256.90)

Profit after tax 9,115.17 6,775.03

Other comprehensive income ('OCI')

Items not to be reclassified to profit or loss in subsequent periods

Re-measurement (losses)/gains of defined benefit plans (5.19) 30.18

Fair value adjustment of quoted investment (3.99) 1.48

Net other comprehensive (expense)/income (9.18) 31.66

Total comprehensive income for the year, net of tax 9,105.99 6,806.69

Earnings per equity share

Basic and diluted (face value of Rs. 10 each) 18.71 13.91

Summary of significant accounting policies

Summary of significant accounting judgements, estimates and assumptions

The accompanying notes form an integral part of the standalone financial statements

As per our report of even date

For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number: 324982E/E300003

per Vaibhav Kumar Gupt aPartnerMembership Number: 213935

Place: Pune, IndiaDate: November 12, 2019

For and on behalf of the Board of Directors

Rajendra D. Pawar Subhash M. KoreChairman & Managing Director Chief Financial Officer(DIN:00226848)

Rohit R. Pawar Devendra KulkarniWhole Time Director Company Secretary(DIN: 00590679) (M. No. A27483)

Place: Pune, India Place: Pune, IndiaDate: November 12, 2019 Date: November 12, 2019

30

Baramati Agro LimitedStandalone Statement of Cash Flows for the year ended March 31, 2019

Notes March 31, 2019 March 31, 2018

Operating activitiesProfit before tax 11,958.77 6,518.13Adjustments to reconcile profit before tax to net cash flows:Depreciation and amortisation 4,871.62 4,962.34Allowances for doubtful advances (net of reversals) 64.13 (41.16)Allowances for doubtful debts (net of reversals) 351.94 25.78Expected credit loss for trade receivables - 95.37Bad debts written off 51.82 21.38Impairment of financial assets 495.90 -Impairment of investments 47.33 -Unrealized foreign exchange (loss)/gain (net) 1.78 (29.61)Income from financial guarantee given to subsidiaries (8.30) (7.81)Loss on sale of property, plant and equipment 11.26 1.73Liabilities no longer required written back (58.71) (70.37)Dividend expense on 6% non-cumulative redeemable preference shares 71.96 15.71Dividend income (0.68) (0.07)Interest income on bank deposits and loans to related parties (606.67) (598.27)Interest expense 4,290.71 4,233.49

21,542.86 15,126.64Working capital adjustments:Decrease / (increase) in trade and other receivables and prepayments 3,105.38 (2,602.07)Decrease in loans 90.89 -(Increase) in other assets (including financial assets) (5,532.23) -(Increase) in inventories (6,770.93) (22,773.11)Decrease in biological assets 14.64 -Decrease in other liabilities (including financial liabilities) (1,446.97) -Increase in trade and other payables 1,774.54 8,203.36

12,778.18 (2,045.18)Income tax paid (net of refunds) (2,155.81) (774.45)Net cash flows from/(used in) operating activities 10,622.37 (2,819.63)Investing activitiesProceeds from sale of property, plant and equipment 1.84 43.11Purchase of property, plant and equipment and intangible assets (including CWIP) (8,526.98) (4,621.06)Investment in equity shares of subsidiaries (43.67) -Investment in 9% redeemable non-convertible preference shares (325.00) -Investment in bank deposits and margin money (3,253.02) -Proceeds from maturity of bank deposits 3,054.70 1,317.06Loans to related parties (547.21) (596.48)Recovery of loans to related parties 59.92 103.00Interest received (finance income) 203.87 272.05Dividend received 0.68 0.07Net cash flows (used in) investing activities (9,374.87) (3,482.25)Financing activitiesInterest paid (4,062.27) (4,482.20)Proceeds from non current borrowings 5,712.95 1,823.49Repayment of borrowings (4,773.64) (6,985.11)Proceeds from current borrowings 459.14 16,455.56Dividend paid on 6% non-cumulative redeemable preference shares (71.96) (15.71)Net cash flows (used in)/from financing activities (2,735.78) 6,796.03Net (decrease) / increase in cash and cash equivalents (1,488.28) 494.15Cash and cash equivalents at the beginning of the year 2,698.25 2,204.10Cash and cash equivalents at year end (Refer note 12) 1,209.97 2,698.25

Summary of significant accounting policies

Summary of significant accounting judgements, estimates and assumptions

The accompanying notes form an integral part of the standalone financial statements

As per our report of even date

For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number: 324982E/E300003

per Vaibhav Kumar Gupt aPartnerMembership Number: 213935

Place: Pune, IndiaDate: November 12, 2019

For and on behalf of the Board of Directors

Rajendra D. Pawar Subhash M. KoreChairman & Managing Director Chief Financial Officer(DIN:00226848)

Rohit R. Pawar Devendra KulkarniWhole Time Director Company Secretary(DIN: 00590679) (M. No. A27483)

Place: Pune, India Place: Pune, IndiaDate: November 12, 2019 Date: November 12, 2019

31

Protrans Supply Chain Management Private LimitedAt Post. Gunawadi, Baramati-Indapur Road, Baramati - 413102

CIN : U63090PN2011PTC140933Balance Sheet as at 31st March, 2019

Sr. Particulars Note 31st March, 2019 31st March, 2018No. No. `̀̀̀̀ `

I Equity and Liabilities1 Shareholders' Funds

(a) Share Capital B.1 596,25,000 596,25,000(b) Reserves and Surplus B.2 (5155,62,650) (4648,67,937)(c) Money Received against Share Warrants - - -

(4559,37,650) (4052,42,937)2 Share Application Money Pending Allotment - - -3 Non- Current Liabilities

(a) Long-Term Borrowings - - -(b) Deferred Tax Liabilities (Net) - - -(c) Other Long-Term Liabilities - - -(d) Long-Term Provisions - - -

- -4 Current Liabilities

(a) Short-Term Borrowings B.3 3873,65,293 3493,17,383(b) Trade Payables B.3 54,66,420 126,55,940(c) Other Current Liabilities B.3 1216,76,400 1078,62,087(d) Short-Term Provisions B.3 50,62,457 45,27,289

5195,70,570 4743,62,699Total 636,32,920 691,19,762

II Assets1 Non-Current Assets

(a) Property, Plant &Equipments B.4(i) Tangible Assets - 26,93,948 92,60,448(ii) Intangible Assets - - 23,671(iii) Capital Work-in-Progress - - -(iv) Intangible Assets Under Development - - -(b) Non-Current Investments B.5 4,55,000 4,55,000(c) Deferred Tax Assets (Net) - 56,66,293 68,85,959(d) Long-Term Loans and Advances - - -(e) Other Non-Current Assets - - -

88,15,241 166,25,0782 Current Assets

(a) Current Investments - - -(b) Inventories B.6 56,255 1,10,772(c) Trade Receivables B.6 438,53,014 361,60,420(d) Cash and Cash Equivalents B.6 4,22,759 1,17,973(e) Short-Term Loans and Advances B.6 104,27,150 160,27,019(f) Other Current Assets B.6 58,500 78,500

548,17,678 524,94,684Total 636,32,920 691,19,762The accompanying notes are an integral part of the financial statementsPart APart B - B.1 to B.18

For Protrans Supply Chain Management Private Limited As per my report of even date

Sambhaji Nikam Vasant Salunke Sanika Jadhav Harshad ShindeDirector Director Company Secretary Chartered Accountant(DIN : 06363946) (DIN : 08077943) (PAN : BBQPJ0615N) (M. No. 136733)

Place : PuneDate : 14th September, 2019

32

Protrans Supply Chain Management Private LimitedAt Post. Gunawadi, Baramati-Indapur Road, Baramati - 413102

CIN : U63090PN2011PTC140933

Statement of Profit & Loss for the year ended 31st March, 2019

Sr. Particulars Note 31st March, 2019 31st March, 2018No. No. `̀̀̀̀ `

I Revenue from Operations B.7 1536,15,932 3081,42,900Less: Excise Duty - -

1536,15,932 3081,42,900II Other Income B.8 41,02,585 45,92,548III Total Revenue (I + II) 1577,18,517 3127,35,447IV Expenses

Cost of Materials Consumed - - -Purchases of Stock-in-Trade - - -Changes in Inventories of Finished Goods,Work-in-Progress and Stock-in-Trade - - -Employee Benefit Expenses B.9 168,63,614 246,35,694Finance Cost B.10 529,87,234 516,51,376Other Expenses B.11 1307,04,181 2945,56,828Depreciation and Amortization Expense B.4 65,90,171 479,65,785Total Expenses (IV) 2071,45,200 4188,09,683

V Profit before exceptional and extraordinary items and tax (III-IV) (494,26,682) (1060,74,236)VI Exceptional Items

Prior Period Expenses 47,833 1,41,318 47,833 1,41,318

VII Profit before extraordinary items and tax (V - VI) (494,74,515) (1062,15,554)VIII Extraordinary items - -IX Profit before tax (VII - VIII) (494,74,515) (1062,15,554)X Tax expense:

(a) Current tax - -(b) Deferred tax 12,19,665 (87,73,033)(c) MAT Credit Entitlement - -

12,19,665 (87,73,033)XI Profit/(Loss) for the period from continuing operations (IX - X) (506,94,181) (974,42,522)XII Profit/(Loss) for the period from discontinuing operations - -XIII Tax expense of discontinuing operations - -XIV Profit/(Loss) from discontinuing operations (after tax) (XII - XIII) - -XV Profit/(Loss) for the period (XI + XIV) (506,94,181) (974,42,522)XVI Earnings per equity share:

(a) Basic (19) (36)(b) Diluted (19) (36)

The accompanying notes are an integral part of thefinancial statementsPart APart B - B.1 to B.18

For Protrans Supply Chain Management Private Limited As per my report of even date

Sambhaji Nikam Vasant Salunke Sanika Jadhav Harshad ShindeDirector Director Company Secretary Chartered Accountant(DIN : 06363946) (DIN : 08077943) (PAN : BBQPJ0615N) (M. No. 136733)

Place : PuneDate : 14th September, 2019

33

Protrans Supply Chain Management Private LimitedAt Post. Gunawadi, Baramati-Indapur Road, Baramati - 413102

CIN : U63090PN2011PTC140933

Cash Flow Statement for the year ended 31st March, 2019

Particulars For the year ended For the year ended31st March, 2019 31st March, 2018

` ` ` ` ` `̀̀̀̀ ` `

A. Cash flow from operating activitiesNet Profit / (Loss) before tax (494,74,515) (1062,15,554)Adjustments for:Depreciation and Amortization 65,90,171 479,65,785Finance Costs 529,87,234 516,51,376Dividend Income (12,740) -Interest Income (2,92,588) 1,06,567Profit / Loss on Sale / Discard of Fixed Assets (10,35,000) (2,67,432)Adjustments in Reserve & Surplus (533)

582,36,544 994,56,296Operating profit / (loss) before working capital changes 87,62,029 (67,59,258)Changes in working capital:Adjustments for (increase) / decrease in operating assets:Inventories 54,517 (56,572)Trade Receivables (76,92,594) 286,37,300Advance to Trade Creditors 6,55,615 12,66,595Other Current Assets, Loans & Advances 27,23,899 (64,43,777)Other Long-Term Assets - 34,45,071Adjustments for increase / (decrease) in operating liabilities:Trade Payables (71,89,520) (95,641)Outstanding Liabilities & Expenses 143,49,481 277,35,033Other Long-term Liability - (6,97,108)

29,01,398 537,90,901Cash flow from extraordinary items - -Cash generated from operations 116,63,427 470,31,642Net income tax (paid) / refunds 22,40,355 13,10,270Net cash flow from / (used in) operating activities (A) 139,03,782 483,41,912B. Cash flow from investing activitiesCapital Expenditure on Fixed Assets - -Sale / Discard of Fixed Assets 10,35,000 2,70,000Interest Received 2,92,588 (1,06,567)Dividend Received 12,740 -

13,40,328 1,63,433Net cash flow from / (used in) investing activities (B) 13,40,328 1,63,433C. Cash flow from financing activitiesRepayment of long-term borrowings - (277,36,701)Changes in short-term borrowings 380,47,910 301,71,000Finance Cost (529,87,234) (516,51,376)

(149,39,323) (492,17,078)Net cash flow from / (used in) financing activities (C) (149,39,323) (492,17,078)Net increase / (decrease) in Cash and cash equivalents (A+B+C) 3,04,787 (7,11,732)Cash and cash equivalents at the beginning of the year 1,17,973 8,29,705Cash and cash equivalents at the end of the year 4,22,759 1,17,973

For Protrans Supply Chain Management Private Limited As per my report of even date

Sambhaji Nikam Vasant Salunke Sanika Jadhav Harshad ShindeDirector Director Company Secretary Chartered Accountant(DIN : 06363946) (DIN : 08077943) (PAN : BBQPJ0615N) (M. No. 136733)

Place : PuneDate : 14th September, 2019

34

Ag-vet Genetics Private Limited(Formerly known as Semex-Provet Genetics (India) Private Limited)FT. N. 23 Tejpratik Apartment, Suryanagri, Baramati, Pune -413102

CIN : U01200PN2012PTC142117

Balance Sheet as at 31st March, 2019Sr. Particulars Note 31st March, 2019 31st March, 2018No. No. `̀̀̀̀ `

I Equity and Liabilities1 Shareholders' Funds

(a) Share Capital B.1 706,87,540 706,87,540(b) Reserves and Surplus B.2 (175,30,868) (170,44,349)(c) Money Received Against Share Warrants -

531,56,672 536,43,1912 Share Application Money pending Allotment - - -3 Non-Current Liabilities

(a) Long-term Borrowings - - -(b) Deferred Tax Liabilities (Net) - - -(c) Other Long Term Liabilities - - -(d) Long-Term Provisions - - -

- -4 Current Liabilities

(a) Short Term Borrowings - - -(b) Trade Payables B.3 48,524 -(c) Other Current Liabilities B.3 3,700 4,950(d) Short Term Provisions B.3 59,975 1,86,889

1,12,199 1,91,839Total 532,68,872 538,35,030

II Assets1 Non-Current Assets

(a) Fixed Assets(i) Tangible Assets B.4 495,55,434 495,55,434(ii) Intangible Assets - - -(iii) Capital Work-in-Progress B.4 1,25,133 1,25,133(iv) Intangible Assets under development - - -(b) Non Current Investments - - -(c) Deferred Tax Assets (net) - 14,707 21,181(d) Long Term Loans and Advances - - -(e) Other Non Current Assets - - -

496,95,274 497,01,7482 Current assets

(a) Current Investments - - -(b) Inventories - - -(c) Trade Receivables - - -(d) Cash and Cash Equivalents B.5 32,49,223 34,79,473(e) Short-Term Loans and Advances B.5 23,085 2,52,519(f) Other Current Assets B.5 3,01,290 4,01,290

35,73,598 41,33,282Total 532,68,872 538,35,030

The accompanying notes are an integral partof the financial statementsPart APart B - B.1 to B.13

For Ag-vet Genetics Private Limited As per our Report of even dateFor A. R. Karmarkar & Co.(Firm Regn. No. 128779W)

Chartered Accountants

Amol R. Karmarkar(Proprietor)

(M. No. 115632)

Sadashiv L. Wabale Subhash J. Gulve Ajinkya Dharangaonkar Director Director Company Secretary

(DIN : 02929768) (DIN : 02625022) (PAN :APOPD1504R)

Place : Pune Date : 13th September, 2019

35

Ag-vet Genetics Private Limited(Formerly known as Semex-Provet Genetics (India) Private Limited)FT. N. 23 Tejpratik Apartment, Suryanagri, Baramati, Pune -413102

CIN : U01200PN2012PTC142117

Statement of Profit & Loss for the year ended 31st March, 2019

Sr. Particulars Note 31st March, 2019 31st March, 2018No. No. `̀̀̀̀ `

I Revenue from Operations - - -Less: Excise Duty - -

- -II Other Income B.6 2,22,577 2,19,783III Total Revenue (I + II) 2,22,577 2,19,783IV Expenses

Cost of Materials Consumed - - -Purchases of Stock in Trade - - -Changes in inventories of finished goods,work in progress and Stock-in-Trade - - -Employee Benefit Expenses B.7 2,34,228 2,03,400Finance Cost - - -Other Expenses B.8 4,68,393 1,63,468Depreciation and Amortization Expenses B.4 - 14,951Total Expenses (IV) 7,02,621 3,81,819

V Profit before exceptional andextraordinary items and tax (III-IV) (4,80,044) (1,62,036)

VI Exceptional ItemsPrior Period Expenses - 691

(4,80,044) (1,62,727)VII Profit before extraordinary items and tax (V-VI) (4,80,044) (1,62,727)VIII Extraordinary items - -IX Profit before tax (VII - VIII) (4,80,044) (1,62,727)X Tax expense:

(a) Current tax - -(b) Deferred tax 6,474 (10,543)(c) MAT Credit Entitlement - -

6,474 (10,543)XI Profit/(Loss) for the period from continuing operations (IX - X) (4,86,518) (1,52,184)XII Profit/(Loss) for the period from discontinuing operations - -XIII Tax expense of discontinuing operations - -XIV Profit/(Loss) from discontinuing operations (after tax) (XII - XIII) - -XV Profit/(Loss) for the period (XI + XIV) (4,86,518) (1,52,184)XVI Earnings per equity share:

(a) Basic (0.07) (0.02)(b) Diluted (0.07) (0.02)The accompanying notes are an integral partof the financial statementsPart APart B - B.1 to B.13

For Ag-vet Genetics Private Limited As per our Report of even dateFor A. R. Karmarkar & Co.(Firm Regn. No. 128779W)

Chartered Accountants

Amol R. Karmarkar(Proprietor)

(M. No. 115632)

Sadashiv L. Wabale Subhash J. Gulve Ajinkya Dharangaonkar Director Director Company Secretary

(DIN : 02929768) (DIN : 02625022) (PAN :APOPD1504R)

Place : Pune Date : 13th September, 2019

36

Ag-vet Genetics Private Limited(Formerly known as Semex-Provet Genetics (India) Private Limited)FT. N. 23 Tejpratik Apartment, Suryanagri, Baramati, Pune -413102

CIN : U01200PN2012PTC142117

Cash Flow Statement for the year ended 31st March, 2019

Particulars For the year ended For the year ended

31st March, 2019 31st March, 2018

` ` ` ` ` `̀̀̀̀ ` `

A. Cash flow from operating activities

Net Profit/ (Loss) before extraordinary items and tax (4,80,044) (1,62,727)

Adjustments for:

Depreciation and Amortization Expenses - 14,951

Interest Income (2,22,577) (2,18,723)

Profit Appropriations - 7,829

(2,22,577) (1,95,943)

Operating profit / (loss) before working capital changes (7,02,621) (3,58,670)

Changes in working capital:Adjustments for (increase) / decrease in operating assets:

Trade Receivables -Advance to Suppliers 2,28,005 (1,29,380)

Other Current Assets, Loans & Advances 1,01,149 2,60,809

Adjustments for increase / (decrease) in operating liabilities:Trade Payables 48,524 -

Advance from Customers - -

Outstanding Liabilities & Expenses (1,28,164) 42,799

2,49,514 1,74,228

(4,53,107) (1,84,442)

Cash flow from extraordinary items - -

Cash generated from operations (4,53,107) (1,84,442)

Net income tax (paid) / refunds 280 (4,422)

Net cash flow from / (used in) operating activities (A) (4,52,827) (1,88,864)

B. Cash flow from investing activities

Interest received 2,22,577 2,18,723

Capital Work-in-Progress - -

2,22,577 2,18,723

Net cash flow from / (used in) investing activities (B) 2,22,577 2,18,723

C. Cash flow from financing activities - -

Cash flow from extraordinary items - -

Net cash flow from / (used in) financing activities (C) - -

Net increase / (decrease) in Cash and cash equivalents (A+B+C) (2,30,250) 29,859

Cash and cash equivalents at the beginning of the year 34,79,473 34,49,614

Cash and cash equivalents at the end of the year 32,49,223 34,79,473

For Ag-vet Genetics Private Limited As per our Report of even dateFor A. R. Karmarkar & Co.(Firm Regn. No. 128779W)

Chartered Accountants

Amol R. Karmarkar(Proprietor)

(M. No. 115632)

Sadashiv L. Wabale Subhash J. Gulve Ajinkya Dharangaonkar Director Director Company Secretary

(DIN : 02929768) (DIN : 02625022) (PAN :APOPD1504R)

Place : Pune Date : 13th September, 2019

37

BARAMATI AGRO LIMITEDRegistered office:- A/P Pimpali, Tal- Baramati, Dist-Pune

CIN:- U01134PN1988PLC045873

BEFORE THE HON'BLE NA TIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCHCOMPANY APPLICATION NO. C.A(CAA)/1067/MB/2019

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMP ANIES ACT,2013 READ WITH COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMA TIONS) RULES, 2016 AND

IN THE MATTER OF SCHEME OF ARRANGEMENT OFPROTRANS SUPPLY CHAIN MANAGEMENT PRIVATE LIMITED AND AG-VET GENETICS PRIVATE LIMITED WITH

BARAMATI AGRO LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

Baramati Agro Limited (CIN: U01134PN1988PLC045873), a Companyincorporated under the provisions of the Companies Act, 1913 and having itsRegistered Office at post Pimpali, Tal- Baramati Dist- Pune -413102

APPLICANT/TRANSFEREECOMPANY

FORM OF PROXYForm MGT-11

Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration)Rules, 2014Venue of the meeting : Baramati Agro Limited at post Pimpali, Tal- Baramati Dist- Pune -413102Day, Date & Time : Thursday, 26th March, 2020 at 11:00 am

Name of Member(s)

Registered Address

Email ID

DP ID*/Folio No.

Client ID*

* Applicable for investors holding shares in Electronic form.I/We __________________________________________of _______________________________________ being themember / members of Baramati Agro Limited hereby appoint the following as my/our Proxy to attend and vote on a pollforme/us and on my/our behalf at meeting of the Members of the Company convened pursuant to the order of the Hon'bleNational Company Law Tribunal, Mumbai Bench, to be held on Thursday, 26th March, 2020 at 11.00 am and at anyadjournment thereof in respect of the resolution as indicated below;

I/We direct my/our Proxy to vote on the Resolution in the manner as indicated below:

Sl. No. Resolution No. of shares held For Against

1. To approve the scheme of Arrangement of Protrans SupplyChain Management Private Limited And Ag-vet Genetics PrivateLimited with Baramati Agro Limited and their respectiveshareholders.

This is optional. Please put a tick mark (ü) in the appropriate column against the resolution indicated in the box. If amember leaves the "For" or "Against" column blank against the Resolution, the proxy will be entitled to vote in the mannerhe/she thinks appropriate. If a member wishes to abstain from voting on the resolution, he/she should write "Abstain"across the boxes against the Resolution.Signature (s) of Member(s)

1. 2.Signed this ---------------- day of ------------------2020.

Notes:1. The Proxy to be effective should be deposited at the Registered office of the company not less than FORTY EIGHT

HOURS before the commencement of the Meeting. A Proxy need not be a Member of the Company.2. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted

to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the namesstand in the Register of Members.

3. A member may vote either for or against each resolution.

1. NameEmail Idor failing him/her

2. NameEmail Idor failing him/her

Registered addressSignature

Registered addressSignature

Affixone

RupeeRevenue

Stamp

38

39

ATTENDANCE SLIP

MEETING OF THE MEMBERS OF THE COMPANY CONVENED PURSUANT TO THE ORDER OF THE HON'BLENATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

Venue of the meeting : Baramati Agro Limited at post Pimpali, Tal- Baramati, Dist- Pune-413102Day, Date & Time : Thursday, 26th March, 2020 at 11:00 am

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE

Name of Member(s)

Registered Address

Email ID

DP ID*

Client ID*

Folio no.

No. of shares held

* Applicable for investors holding shares in Electronic form.

I/We certify that I/We am/are the registered shareholder(s)/proxy for the registered shareholder(s) of the Company.

I/We hereby record my/our presence at the meeting of the Members of the Company convened pursuant to the order of theHon'ble National Company Law Tribunal, Mumbai Bench,to be held on Thursday, 26th March, 2020 at 11:00 am at BaramatiAgro Limited at post Pimpali, Tal- Baramati Dist- Pune-413102.

Signature of Member/Proxy

Route map to the venue

Baramati Agro Limited, A/P Pimp ali, Tal:- Baramati, Dist-Pune, 413-102

40