Avanti Feeds ltd. - Proxy Solicitation & Information Statement 2023

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April 04, 2023

The Deputy General Manager, BSE Limited, 1[st] Floor, New Trading Ring, Rotunda Building, P.J. Towers, Dalal Street, Mumbai – 400 001, Maharashtra, India

The Listing Manager, National Stock Exchange of India Ltd. Exchange Plaza, Bandra (East), Mumbai – 400 051, Maharashtra, India

BSE Code: 512573

NSE Symbol: AVANTIFEED

Dear Sir/Madam,

Sub: Intimation of Notice of Extraordinary General Meeting (EGM)

In continuation to our letter dated March 31, 2023 and pursuant to Regulation 30 of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Notice of EGM together with explanatory statement which has been sent by email on 04.04.2023 to all the Members who have registered their email addresses with the Company / RTA / depository participants as per the circulars from Ministry of corporate affairs and Securities and Exchange Board of India.

Further, pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company is pleased to provide remote e-Voting facility to its Members to cast their votes electronically on the resolutions set forth in enclosed Notice.

The details with regard to EGM are as under:

The details with regard to EGM are as	under:
AGM details	Saturday, April 29, 2023, at 11.00 A.M (IST) through Video conferencing (VC) / Other Audio Visual Means(OAVM).
Cut-off date	Saturday, April 22, 2023
Date and time of commencement of remotee-Voting.	Wednesday, April 26, 2023 at 9:00 AM (IST)
Date and end time of remote e-Voting.	Friday, April 28, 2023 at 5:00 PM (IST)
Scrutinizer details	Sri V. Bhaskara Rao, Practising Company Secretaries;(FCS No. 5939, CP No. 4182)

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The notice will also be made available on the website of the Company at www.avantifeeds.com.

We request you to kindly take the above on record.

Thanking you

Yours faithfully for Avanti Feeds Limited

RAMACHANDRA Digitally signed by RAMACHANDRA RAO RAO CUDDAPAH Date: 2023.04.04 18:04:43 CUDDAPAH +05'30' C. Ramachandra Rao Joint Managing Director, Company Secretary, Compliance Officer & CFO DIN:00026010

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Aiding Sustainability & Reliability to Aquaculture

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Exploring a Sea of Opportunities

Notice of Extraordinary General Meeting April 29, 2023

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NOTICE

NOTICE is hereby given that an Extraordinary General Meeting (“EGM”) of the members of Avanti Feeds Limited (“the Company”) will be held on Saturday, April 29, 2023 at 11:00 A.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following Special Business:

ITEM NO. 1

TO APPROVE THE APPOINTMENT OF Mr. GURRALA SUDARSAN BABU (DIN: 09402807) AS A NON-EXECUTIVE, NOMINEE DIRECTOR OF THE COMPANY:

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

“RESOLVED THAT pursuant to the provisions of Sections 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and 17(1C) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), any other applicable law(s), regulation(s), guideline(s), and the Articles of Association of the Company, and based on the recommendation made by the Nomination and Remuneration Committee (“NRC”) of the Company, Mr. G. Sudarsan Babu (DIN:09402807), who was appointed as a Nominee Director from Andhra Pradesh Industrial Development Corporation Limited (“APIDC”) by the Board of the Company with effect from February 11, 2023 and in respect of whom the Company has received notice in writing under Section 160 of the Act, from a member proposing him as a Nominee Director, be and is hereby appointed as a Nominee Director of the Company and shall not be liable to retire by rotation.”

“RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorized severally to comply with all the requirements, including digitally signing and filing of various forms / e-forms with the Ministry of Corporate Affairs, Government of India, and to do all such acts and things as may be necessary to give effect to the aforesaid resolution.”

ITEM NO. 2

TO APPROVE THE APPOINTMENT OF Mr. PEERASAK BOONMECHOTE (DIN: 10047883) AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY:

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

“RESOLVED THAT pursuant to the provisions of Sections 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and 17 (1C) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), any other applicable law(s), regulation(s), guideline(s), and the Articles of Association of the Company, and based on the recommendation made by the Nomination and Remuneration Committee (“NRC”) of the Company, Mr. Peerasak Boonmechote (DIN: 10047883), who was appointed as an Additional Director of the Company with effect from February 20, 2023, as nominated by Thai Union Group Public Company

Corporate Office: G-2, Concorde Apartments, 6-3-658, Somajiguda, Hyderabad - 500 082, Telangana State, India. + 91 (40) 23310260/61 +91 (40) 23311604 www.avantifeeds.com | [email protected]

Registered Office: Flat No. 103, Ground Floor, R Square, Pandurangauram, Visakhapatnam - 530003 Andhra Pradesh, India.

CIN: L16001AP1993PLC095778

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Limited (“TU”), by the Board of Directors, in terms of Section 161 of the Act and in respect of whom the Company has received notice in writing under Section 160 of the Act, from a member proposing him as a director, be and is hereby appointed as a Non- Executive Director of the Company and shall be liable to retire by rotation.”

By Order of the Board For Avanti Feeds Limited

Place: Hyderabad Date: March 28, 2023

A. Indra Kumar Chairman & Managing Director DIN: 00190168

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NOTES

In compliance with Ministry of Corporate Affairs’ (MCA) General Circular no. 11/2022 dated December 28, 2022 read with SEBI Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/001 dated January 05, 2023 and in compliance with the provisions of the Companies Act, 2013 ( “Act” ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ), the EGM of the Company is being conducted through VC / OAVM, without the physical presence of members at a common venue. The deemed venue for the EGM shall be the Registered Office of the Company at Vishakhapatnam, Andhra Pradesh, India.
As per the MCA Circulars, the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.
The Explanatory Statement pursuant to Section 102 of the Act which sets out details relating to Special Businesses to be transacted at the meeting is enclosed as Annexure – A to this Notice as prescribed under Listing Regulations, circulars and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).
Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the EGM through VC / OAVM on its behalf and to vote(s) through e -Voting. The said Resolution / Authorization shall be sent to the Scrutinizer by e-mail through its registered e-mail address to [email protected] with a copy marked to [email protected] .
The Notice of this EGM will be sent to those members / beneficial owners electronically, whose name appears in the Register of Members / Depositories as at the closing trading hours on March 31, 2023.
Pursuant to the provisions of Section 108 of the Act read with the Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of Listing Regulations and SS-2, the Company is providing to its members, the facility to exercise their right to vote(s) on resolutions as set forth in the EGM Notice by electronic means and has engaged the services of M/s. KFin Technologies Ltd, Registrars and Transfer Agents (“KFinTech”) to provide the facility of casting the vote(s) from a place other than the venue of the EGM (‘remote e -Voting’) as well as voting during the EGM. (‘voting during the EGM’). Instructions and other information relating to remote e -Voting and voting during the EGM forms part of this notice.
Members attending the EGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
In accordance with SEBI circular dated March 16, 2023, members holding equity shares in physical form shall mandatorily furnish PAN, KYC details and Nomination in the specified forms (available on the website of the Company at www.avantifeeds.com/downloads/ ) duly filled and signed along with requisite supporting documents to KFinTech at Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad-500032, Telangana State, India or e-mail at einward.ris@ kfntech.com. In case any of these details are not updated with the Company / RTA by October 01, 2023, the equity shares will be frozen by the Company/RTA. In order to support the SEBI’s initiative, the Company has dispatched intimation letters along with prescribed forms to all the shareholders holding equity shares in physical form requesting to update the aforesaid information. Further, to our intimation letters, the members holding equity shares in physical form are requested to furnish the aforesaid details to the Company/RTA (if not submitted earlier) in the prescribed form.
Pursuant to SEBI circular dated January 25, 2022, May 18, 2022 read with Listing Regulations, requests for effecting transfer / Transmission of equity shares of the Company in physical form shall not be processed unless the equity shares are held in dematerialized form with a Depository. Therefore, shareholders holding equity shares in physical form are requested to get their equity shares dematerialized at the earliest, to avoid any inconvenience in future for effecting transfer / transmission of equity shares. For any clarification(s) on the dematerialization of equity shares, the shareholders are requested to contact KFinTech/(RTA).

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In accordance with the MCA Circulars and SEBI Circulars, the Company has made necessary arrangements for the Members to register their e-mail address. (i) Member who have not registered their e-mail address are requested to register the same with the Depository Participant(s) where they maintain their demat accounts, if the equity shares are held in electronic form, and (ii) Members holding equity shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update their e-mail address by submitting Form ISR-1 (available on the website of the Company at www.avantifeeds.com ) duly filled and signed along with requisite supporting documents to KFinTech at Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500032, Telangana State, India or e-mail at [email protected] .
The Company has set Saturday, April 22, 2023 as the “ Cut-off Date ” for taking record of the shareholders of the Company who will be eligible for casting their vote(s) on the resolution(s) to be passed in the ensuing Extraordinary General Meeting, for both e -Voting.
The Companies (Management and Administration) Rules, 2014 stipulate that the remote electronic voting period shall close at 5:00 P.M. (IST) on the date preceding the date of EGM. Accordingly, the remote e -Voting period will commence at 09:00 A.M. (IST) on Wednesday, April 26, 2023 and will end at 5:00 P.M. (IST) on Friday, April 28, 2023.
The remote e -Voting will not be allowed beyond the aforesaid period and time, and the remote e -Voting module shall be disabled by KFinTech.
The member(s) who have casted their vote(s) by remote e -Voting may also participate in this EGM through VC / OAVM but shall not be entitled to cast their vote(s) again.
Once the vote(s) on a resolution is cast by a member, on submission, the member shall not be allowed to modify it subsequently.
The Company has appointed M/s. V. Bhaskara Rao & Co, Company Secretaries, Proprietor: Sri V. Bhaskara Rao, Practicing Company Secretary, Hyderabad (FCS No. 5939, CP No. 4182) to act as Scrutinizer to scrutinize the remote e -Voting process and voting during the EGM in a fair and transparent manner.
The Scrutinizer after scrutinizing the vote(s) casted during the meeting and through remote e -Voting will, within two working days of the conclusion of the EGM, make a consolidated Scrutinizer’s Report and submit the same to the Chairman. The results declared along with Scrutinizer’s Report shall be placed on the website of the Company. The results shall simultaneously be communicated to stock exchanges where the equity shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited.
Subject to approval of the requisite number of vote(s), the Resolutions set out in this Notice for the EGM shall be deemed to be passed on the date of the meeting i.e. Saturday, April 29, 2023.
Members seeking any information or clarification on the Notice of EGM are requested to send in writing queries to the Company, by April 22, 2023 through e-mail on [email protected] . Replies will be provided in respect of such written queries at the meeting.

Dispatch of Notice of EGM through Electronic Mode:

Pursuant to the MCA Circular and SEBI Circular, the Notice is being sent by electronic mode only to those Members whose e-mail addresses are registered with the Company / Depositories / RTA. Members are requested to register / update their e-mail addresses by following the below steps to receive all future communications (including Notice of this EGM) from the Company electronically;
i. Members holding equity shares in physical mode – Request in ISR-1 along with self-attested copy of PAN Card and self-attested copy of any document (such as Driving license, Passport, Bank statement, Aadhar) by emailing at [email protected] or to the Company at investors@ avantifeeds.com .
ii. Members holding equity shares in dematerialised mode - Register / update their e-mail addresses with respective Depository Participant (DP).

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iii. In case anyone has become a member of the Company after dispatch of EGM Notice, but on or before the cut-off date for e -Voting, i.e., April 22, 2023, such person may obtain the User ID and Password from KFinTech by an e-mail request on [email protected] / rajeev.kr@ kfntech.com .
All communications relating to equity shares are to be addressed to the Company’s RTA at KFin Technologies Limited, Selenium Tower-B, Plot No. 31 & 32, Financial District, Gachibowli, Nanakramguda, Serilingampally, Hyderabad - 500032, Telangana State, India Toll free Number 1800 309 4001, e-Mail id: [email protected] , website: www.kfntech.com .
Members may note that the Notice of EGM will also be available on the Company’s website at www.avantifeeds.com , and on websites of the Stock Exchanges, i.e., BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) at www.bseindia.com and www.nseindia.com respectively, and on the website of RTA at https://evoting.kfntech.com .

23. INSTRUCTIONS FOR REMOTE E-VOTING AND PROCEDURE FOR JOINING THE EGM THROUGH VC/ OAVM AND VOTING DURING THE EGM ARE AS FOLLOWS:

i. Pursuant to the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e -Voting Facility Provided by Listed Entities, the Members are provided with the facility to cast their vote(s) electronically, through the e-Voting services provided by KFinTech, on all the resolution(s) as set forth in this Notice.
ii. The e -Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories Participant(s) (DPs) in order to increase the efficiency of the voting process.
iii. Individual demat account holders would be able to cast their vote(s) without having to register again with the E-Voting Service Provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. The Shareholders are advised to update their mobile number and e-mail address with their DPs to access e -Voting facility.
iv. The remote e -Voting facility will be available during the following voting period:

Commencement of remotee-Voting	09:00 A.M (IST) on Wednesday, April 26, 2023
End of remotee-Voting	05:00 P.M (IST) on Friday, April 28, 2023

The remote e -Voting will not be allowed beyond the aforesaid date and time and the remote e -Voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period.

v. The voting rights of Members shall be in proportion to their equity shares in the paid-up equity share capital of the Company as on the cut-off date i.e. April 22, 2023.
vi. Any person holding equity shares in physical form and non-individual shareholders, who acquires equity shares of the Company and becomes a Member of the Company after sending of the Notice and holding equity shares as on the cut-off date, may obtain the login ID and password by sending a request at [email protected] . However, if he / she is already registered with KFinTech for remote e -Voting then he / she can use his / her existing User ID and password for casting the vote(s).
vii. In case of Individual Shareholders holding securities in demat mode and who acquires equity shares of the Company and becomes a Member of the Company after sending of the EGM Notice and holding equity shares as of the cut-off date may follow steps mentioned below under “Login method for remote e -Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.”

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viii. The details of the process and manner for remote e -Voting and voting during the EGM is explained herein below:

i) Login method for remote e-Voting for Individual shareholders holding securities in demat mode:

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Type of shareholders Login Method
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Type of shareholders	Login Method

Individual Shareholder(s) holding securities in demat mode with NSDL	1. Existing Internet-based Demat Account Statement (‘IDeAS’) facility Users: i. Visit the e-services website of NSDL athttps://eservices.nsdl.com either on a personal computer website or on a mobile. ii. On the e-services home page click on the ‘Benefcial Owner’ icon under ‘Login’ which is available under ‘IDeAS’ section. Thereafter, enter the existing user ID and password. iii. After successful authentication, Member(s) will be able to see e-Voting services under ‘Value Added Services’. Please click on ‘Access to_e_-Voting’ under_e_-Voting services, after which the_e_-Voting page will be displayed. iv. Click on Company name i.e. ‘Avanti Feeds Limited’ or ESP i.e. KFinTech. v. Member(s) will be re-directed to KFinTech’s website for casting their vote(s) during the remote_e_-Voting period.
	2. Those not registered under IDeAS e-Services: i. Visit https://eservices.nsdl.comfor registering. ii. Select ‘Register Online Ideas for IDeAS Portal’ or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp iii. Visit the_e_-Voting website of NSDL https://www.evoting.nsdl.com/ iv. Once the home page of_e_-Voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder / Member’ section. A new screen will open. v. The Member(s) will have to enter their User ID (i.e. the sixteen digit demat account number held with NSDL), password / OTP and a verifcation code as shown on the screen. vi. After successful authentication, Members will be redirected to NSDL Depository site wherein they can see_e_-Voting page. vii. Click on Company name i.e ‘Avanti Feeds Limited’ or i.e KFinTech after which the Member will be redirected to KFintech website for casting their vote(s) during the remote_e_-Voting period.
	3. Members can also download the NSDL Mobile App ‘NSDL Speede’ facility by scanning the QR code mentioned below for seamless voting experience.

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	4. Alternatively by directly accessing thee-Voting website of NSDL: I. Open web browser by typing the following URL:https://www. evoting.nsdl.com/either on a personal computer or on a mobile. II. Once the home page of_e_-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. III. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/ OTP and a Verifcation Code as shown on the screen. IV. After successful authentication, you will be requested to select the name of the company and the_e_-Voting Service Provider name, i.e., KFinTech. V. On successful selection, you will be redirected to KFinTech_e_-Voting page for casting your vote(s) during the remote_e_-Voting period.
Individual Shareholder(s) holding securities in demat mode with CDSL	1. Existing user who have opted for cdsl Easi / Easiest Facility: I. Visit URL: https://web.cdslindia.com/myeasi/home/loginor URL: www.cdslindia.com. II. Click on login icon & New System Myeasi tab III. Login with your registered user id and password. IV. The members will see the_e_-Voting Menu. The Menu will have links of ESP i.e. KFinTech_e_-Voting portal. V. Click on e-Voting service provider name to cast your vote(s).
	2. User not registered for Easi/Easiest: I. Option to register is available at https://web.cdslindia.com/ myeasi/Registration/EasiRegistration II. Proceed with completing the required felds. III. After successful registration please follow the steps given in point 1 above.
	3. Alternatively, by directly accessing thee-Voting website of CDSL: I. Visit URL: www.cdslindia.com. II. Provide your demat Account Number and PAN No. III. System will authenticate member by sending OTP on registered Mobile & Email as recorded in the demat Account. IV. After successful authentication, please enter the_e_-Voting module of CDSL. Click on the_e_-Voting link available against the name of the Company i.e. ‘Avanti Feeds Limited’ or select ‘KFinTech’. V. Members will be re-directed to the_e_-Voting page of KFinTech to cast their vote(s) without any further authentication.
Individual Shareholder (s) login through their demat accounts / Website of Depository Participant	i. Members can also login using the login credentials of your demat account through your DP registered with NSDL /CDSL for_e_-Voting facility. ii. Once logged-in, members will be able to see_e_-Voting option. Once you click on_e_-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. iii. Click on options available against Avanti Feeds Limited or_e_-Voting service provider – KFinTech and you will be redirected to_e_-Voting website of KFinTech for casting your vote(s) during the remote_e_-Voting period without any further authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

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

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Login type	Helpdesk details	Helpdesk details	Helpdesk details

Securities held with NSDL	Please contact NSDL helpdesk by sending a request at at toll free no.: 1800 1020 990 and 1800 22 44 30.	evotin	[email protected]or call

Securities held with CDSL	Please contact CDSL helpdesk by sending a request at helpdesk.evoting@ cdslindia.comor contact at022-23058738or022-23058542-43/I8OO225533

ii) Login method for e -Voting for shareholders other than Individual’s shareholders holding securities in demat mode and shareholders holding securities in physical mode.
(A) Members whose e-mail addresses are registered with the Company / Depository Participants (s), will receive an e-mail from KFinTech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
- i. Launch internet browser by typing the URL: https://emeetings.kfntech.com/
- ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) xxxx, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e -Voting, you can use your existing User ID and password for casting the vote(s).
- iii. After entering these details appropriately, click on “LOGIN”.
- iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, e-mail ID etc., on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
- v. You need to login again with the new credentials.
- vi. On successful login, the system will prompt you to select the “EVEN” i.e., ‘Avanti Feeds Limited- EGM” and click on “Submit”.
- vii. On the voting page, enter the number of equity shares (which represents the number of vote(s)) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR / AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the equity shares held will not be counted under either head.
- viii. Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat accounts.
- ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote(s) on any specific item, it will be treated as abstained.
- x. You may then cast your vote(s) by selecting an appropriate option and click on “Submit”. xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote(s). During the voting period, Members can login any number of times till they have voted on the Resolution(s).
(B) Members whose e-mail addresses are not registered with the Company / Depository Participants(s), and consequently the Notice of EGM and e -Voting instructions cannot be serviced, will have to follow the instructions provided as per pt. 20 of notes:

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iii) Instructions for all the shareholders, including Individual, other than Individual and Physical, for attending the EGM of the Company through VC / OAVM and Voting during the meeting.
i. Member will be provided with a facility to attend the EGM through VC / OAVM platform provided by KFinTech. Members may access the same at https://emeetings.kfntech.com/ by using the e -Voting login credentials provided in the e-mail received from the Company/ KFinTech. After logging in, click on the Video Conference tab and select the EVEN of the Company. Click on the video symbol and accept the meeting etiquettes to join the meeting. Please note that the members who do not have the User ID and Password for e -Voting or have forgotten the User ID and Password may retrieve the same by following the remote e -Voting instructions mentioned above.
ii. Facility for joining EGM though VC / OAVM shall open at least 30 minutes before the commencement of the EGM.
iii. Members are encouraged to join the Meeting through Laptops/ Desktops with Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge & Mozilla Firefox 22, etc.
iv. Members will be required to grant access to the webcam to enable VC / OAVM. Further, the Member(s) connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
v. As the EGM is being conducted through VC / OAVM, for the smooth conduct of proceedings of the EGM, Members are encouraged to express their views / send their queries in advance mentioning their name, demat account number / folio number, e-mail id, mobile number at [email protected] . Questions / queries received by the Company till April 22, 2023, till the closure of business hours, shall only be considered and responded during the EGM.
vi. The Members who have not cast their vote(s) through remote e -Voting shall be eligible to cast their vote(s) through voting system available during the EGM. Voting during the EGM is integrated with the VC / OAVM platform. The Members may click on the voting icon displayed on the screen to cast their vote(s).
vii. A Member can opt for only single mode of voting i.e., through Remote e -Voting or voting during the EGM. If a Member casts vote(s) by both modes, then voting done through Remote e -Voting shall prevail and vote(s) during the EGM shall be treated as invalid.
viii. Facility of joining the EGM through VC / OAVM shall be available for at least 1000 members on first come first served basis. The large shareholders (i.e., shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the chairpersons of the Audit committee, Nomination and Remuneration committee and Stakeholders Relationship committee, auditors, etc., may be allowed to attend the meeting without restriction on account of first come first served principle.
ix. Institutional Members are encouraged to attend and vote(s) at the EGM through VC / OAVM.

24 OTHER INSTRUCTIONS

i. Speaker Registration: The Members who wish to speak during the meeting may register themselves as speakers for the EGM to express their views. They can visit https://emeetings. kfntech.com and login through the user id and password provided in the mail received from KFinTech. On successful login, select ‘Speaker Registration’ which will have opened from April 26, 2023 to April 28, 2023. Members shall be provided a ‘queue number’ before the meeting. The Company reserves the right to restrict the speakers at the EGM to only those Members who have registered themselves, depending on the availability of time for the EGM.
ii. In case of any query and/or grievance, in respect of voting by electronic means or technical assistance for VC/OAVM participation, Member(s) may refer to the Help & Frequently Asked Questions (FAQs) and e -Voting user manual available at the download section of https:// evoting.

Aiding Sustainability Reliability to Aquaculture

kfntech.com or contact Mr. Rajiv Kumar, an official of KFinTech or dial to toll free No. 1-800-3094001 or send an e-mail to at evoting.kfntech.com for any further clarifications.

iii. The Member(s), whose names appear in the Register of Members / list of Beneficial Owners as on April 22, 2023 are entitled to vote(s) on the Resolution(s) as set forth in this Notice. A person who is not a Member as on the cut-off date i.e. April 22, 2023 should treat this Notice for information purposes only.
iv. In case a person has become a Member of the Company after dispatch of EGM Notice but on or before the cut-off date for e -Voting, he/she may obtain the User ID and Password in the manner as mentioned below:
a. If the mobile number of the member is registered against Folio No./ DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399.
1. Example for NSDL: MYEPWD IN12345612345678
2. Example for CDSL: MYEPWD 1402345612345678
3. Example for Physical: MYEPWD xxxx1234567890
b. If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfntech.com/ , the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
c. Members who may require any technical assistance or support before or during the EGM are requested to contact KFinTech at toll free number 1-800-309-4001 or write to them at [email protected] .

25 GENERAL INSTRUCTIONS:

i. The Board of Directors at its meeting held on March 28, 2023, appointed M/s. V. Bhaskara Rao & Co, Company Secretaries, Proprietor: Sri V. Bhaskara Rao, Practicing Company Secretary, Hyderabad (FCS No. 5939, CP No. 4182) as the Scrutinizer to Scrutinized the e -Voting process and voting during the EGM in a fair and transparent manner.
ii. The Chairman shall formally propose to the members participating through VC / OAVM facility to vote(s) on the resolutions as set out in the Notice of the EGM and announce the start of the casting of vote(s) through the e -Voting system of KFinTech.
iii. The Scrutinizer shall, immediately after the conclusion of voting during the EGM, first count the vote(s) cast at the meeting, thereafter unblock the vote(s) through e -Voting in the presence of at least two witnesses, not in the employment of the Company and make a consolidated Scrutinizer’s report of the total vote(s) cast in favour or against, if any, to the Chairman of the Company, who shall countersign the same.
iv. The Scrutinizer shall submit his report to the Chairman and Managing Director or Joint Managing Director of the Company, who shall declare the result of the voting. The results declared along with the scrutinizer’s report shall be placed on the Company’s website www.avantifeeds.com and on the website of KFinTech https://evoting.kfntech.com and shall also be communicated to the stock exchanges. The resolutions shall be deemed to be passed at the EGM of the Company.

By Order of the Board For Avanti Feeds Limited

Place: Hyderabad Date: March 28, 2023

A. Indra Kumar Chairman & Managing Director DIN: 00190168

Aiding Sustainability Reliability to Aquaculture

Explanatory Statement of EGM Notice pursuant to Section 102 of the Companies Act, 2013:

ITEM No. 1

The Company has a Nominee on the Board of Directors of the Company (“Board”) representing “Andhra Pradesh Industrial Development Corporation Limited” (“APIDC”) as an initial Investor in the equity of the Company as per the Investment Agreement dated January 12, 1994 with APIDC. They have been nominating a director to represent APIDC from time to time.

The APIDC has withdrawn the nomination of present director Mr. R. Karikal Valaven IAS, Vice Chairman & Managing Director, APIDC, vide letter dated February 06, 2023 and nominated Mr. G. Sudarsan Babu, (DIN: 09402807) Executive Director, APIDC as a Nominee Director on the Board of the Company, in his place.

Consequent to withdrawal of nomination by APIDC, the Board, on the recommendation of the NRC, have approved the appointment of Mr. G. Sudarsan Babu as a Nominee Director of APIDC on the Board of the Company with effect from February 11, 2023.

The Company is seeking the approval of shareholders for appointment of Mr. G. Sudarsan Babu, as a Non-Executive, Nominee Director on the Board of the Company in compliance with the applicable provisions under the Companies Act 2013 & Listing regulations. Pursuant to Regulation 17(1C) of Listing Regulations, with effect from January 01, 2022, every listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing his candidature for the office of Director. The Company has also received from Mr. G. Sudarsan Babu (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified to act as Director under Section 164(2) of the Act and (iii) declaration that he is not debarred or restrained from acting as a Director by any SEBI order or any other such authority.

As per the Investment Agreement with APIDC the remuneration by way of fee for attending meetings of the Board thereof or for any other purpose whatsoever as may be decided by the Board, reimbursement of expenses for participating in the Board and or Commission if payable shall be paid to the APIDC directly.

Details of Mr. G. Sudarsan Babu are provided in the Annexure to this Notice pursuant to provisions of (i) Listing Regulations and (ii) SS- 2. This statement may also be regarded as an appropriate disclosure under the Act and the Listing Regulations.

Mr. G. Sudarsan Babu is interested in the Resolution set out at Item No.1 of the Notice with regard to his appointment. Relatives of Mr. G. Sudarsan Babu may be deemed to be interested in the Resolution to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution.

The Board recommends the Resolution set out at Item No.1 of the Notice for approval by the Shareholders.

Aiding Sustainability Reliability to Aquaculture

ITEM No. 2

Thai Union Group PCL (“TU”), a Shareholder having right to nominate two (2) directors on the Board of the Company as per the Collaboration Agreement with them, vide its letter dated February 16, 2023, has withdrawn one of its director’s nomination of Mr. Wai Yat Paco Lee (DIN: 02931372), from the Board of the Company and nominated Mr. Peerasak Boonmechote (DIN:10047883), Non-Executive Director in his place.

Consequent to withdrawal of nomination by TU, the Board, on the recommendation of the NRC, have approved the appointment of Mr. Peerasak Boonmechote as an Additional Director of the Company by way of Resolution by Circulation, with effect from February 20, 2023 and eligible be appointed as a Director of the Company, liable to retire by rotation, subject to the approval of the shareholders of the Company as per the provisions of the Act and Listing Regulations.

The Company is seeking the approval of Shareholders for appointment of Mr. Peerasak Boonmechote, as a Non-Executive Director on the Board of the Company, in compliance with the applicable provisions under the Act & Listing regulations. As per the provisions of the Act, any person appointed as an Additional Director holds office upto the next Annual General Meeting. Pursuant to Regulation 17(1C) of Listing Regulations, with effect from January 01, 2022, every listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing his candidature for the office of Director. The Company has also received from Mr. Peerasak Boonmechote (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified to act as Director under Section 164(2) of the Act and (iii) declaration that he is not debarred or restrained from acting as a Director by any SEBI order or any other such authority.

Mr. Peerasak Boonmechote shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose whatsoever as may be decided by the Board, reimbursement of expenses for participating in the Board and other Committee meetings. However, the Commission if payable to the him shall be directly paid to the TU.

Details of Mr. Peerasak Boonmechote are provided in the Annexure to this Notice pursuant to provisions of (i) Listing Regulations and (ii) SS- 2. This statement may also be regarded as an appropriate disclosure under the Act and the Listing Regulations.

Mr. Peerasak Boonmechote is interested in the Resolution set out at Item No.2 of the Notice with regard to his appointment. Relatives of Mr. Peerasak Boonmechote may be deemed to be interested in the Resolution to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution.

The Board recommends the Resolution set out at Item No.2 of the Notice for approval by the Shareholders.

Aiding Sustainability Reliability to Aquaculture

Annexure-A

Details of the Directors seeking appointment at the Extraordinary General Meeting pursuant to (i) Regulation 36(3) of Listing Regulations and (ii) SS-2, are as under:

==> picture [470 x 27] intentionally omitted <==

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

Name of the Director Mr. G. Sudarsan Babu Mr. Peerasak Boonmechote
----- End of picture text -----

Name of the Director	Mr. G. Sudarsan Babu	Mr. Peerasak Boonmechote

Director Identifcation Number (DIN)	09402807	10047883
Date of Birth	01.07.1963	05.11.1970
Age (Years)	59	52
Qualifcation	B. Tech graduate in Metallurgy	Master Degree of Business Administration, National University, USA
Experience (including expertise in specifc functional area) / Brief Resume	Mr. G Sudarsan Babu is a B. Tech graduate in Metallurgy with more than 20 years of experience in public and private sectors. He is currently serving as Executive Director, APIDC.	Mr. Peerasak Boonmechote is holding Master Degree of Business Administration, National University, USA. He is being associated with Thai Union Group PCL for over 20 years in marketing, procurement and high-level management in frozen and related business. He was appointed as the Managing Director since 2016 until 2022. From January 01, 2023, he is appointed as the Chief Executive Offcer of Thai Union Feed Mill PCL.
Share holding in the Company as on the date of appointment	Nil	Nil

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Directorships of other Boards	Atchutapuram Effuent Treatment Limited	1) Thai Union Feedmill Public Company Limited
		2) Thammachart Seafood Retail Co., Ltd.
		3) TCM Fishery Co., Ltd.
		4) TMK Farm Co., Ltd
		5) TMAC Co., Ltd.
		6) Thai Union Hatchery Co., Ltd.
		7) EHS Training and Services Co., Ltd.
		8) Thai Union Online Shop Co., Ltd.
		9) Thai Union Seafood Co., Ltd.
		10) Pakfood Public Company Limited
		11) Okeanos Food Co., Ltd.
Membership / Chairmanship of Committees of other Boards	Nil	Thai Union Feedmill Public Company Limited: Member of Executive Committee

By Order of the Board For Avanti Feeds Limited

Place: Hyderabad Date: March 28, 2023

A. Indra Kumar Chairman & Managing Director DIN: 00190168

==> picture [109 x 39] intentionally omitted <==

CIN: L16001AP1993PLC095778

Registered Office

Flat No. 103, Ground Floor ‘R’ Square, Pandurangapuram Visakhapatnam - 530 003 Andhra Pradesh, India.

Corporate Office

G-2, Concorde Apartments 6-3-658, Somajiguda Hyderabad - 500 082 Telangana State, India Ph: 040-23310260/61 e-mail: [email protected] website: www.avantifeeds.com

AI assistant

Avanti Feeds ltd. Proxy Solicitation & Information Statement 2023

62448_rns_2023-04-04_f2e20813-3d26-48a1-8510-643ef031ad23.pdf

April 04, 2023

NSE Symbol: AVANTIFEED

Sub: Intimation of Notice of Extraordinary General Meeting (EGM)

Aiding Sustainability Reliability to Aquaculture

NOTICE

ITEM NO. 1

TO APPROVE THE APPOINTMENT OF Mr. GURRALA SUDARSAN BABU (DIN: 09402807) AS A NON-EXECUTIVE, NOMINEE DIRECTOR OF THE COMPANY:

ITEM NO. 2

TO APPROVE THE APPOINTMENT OF Mr. PEERASAK BOONMECHOTE (DIN: 10047883) AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY:

NOTES

Dispatch of Notice of EGM through Electronic Mode:

23. INSTRUCTIONS FOR REMOTE E-VOTING AND PROCEDURE FOR JOINING THE EGM THROUGH VC/ OAVM AND VOTING DURING THE EGM ARE AS FOLLOWS:

24 OTHER INSTRUCTIONS

25 GENERAL INSTRUCTIONS:

Explanatory Statement of EGM Notice pursuant to Section 102 of the Companies Act, 2013:

ITEM No. 1

ITEM No. 2

Registered Office

Corporate Office

AI assistant

Avanti Feeds ltd. — Proxy Solicitation & Information Statement 2023

62448_rns_2023-04-04_f2e20813-3d26-48a1-8510-643ef031ad23.pdf

April 04, 2023

NSE Symbol: AVANTIFEED

Sub: Intimation of Notice of Extraordinary General Meeting (EGM)

Aiding Sustainability Reliability to Aquaculture

NOTICE

ITEM NO. 1

TO APPROVE THE APPOINTMENT OF Mr. GURRALA SUDARSAN BABU (DIN: 09402807) AS A NON-EXECUTIVE, NOMINEE DIRECTOR OF THE COMPANY:

ITEM NO. 2

TO APPROVE THE APPOINTMENT OF Mr. PEERASAK BOONMECHOTE (DIN: 10047883) AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY:

NOTES

Dispatch of Notice of EGM through Electronic Mode:

23. INSTRUCTIONS FOR REMOTE E-VOTING AND PROCEDURE FOR JOINING THE EGM THROUGH VC/ OAVM AND VOTING DURING THE EGM ARE AS FOLLOWS:

24 OTHER INSTRUCTIONS

25 GENERAL INSTRUCTIONS:

Explanatory Statement of EGM Notice pursuant to Section 102 of the Companies Act, 2013:

ITEM No. 1

ITEM No. 2

Registered Office

Corporate Office

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Avanti Feeds ltd. Proxy Solicitation & Information Statement 2023