Avanti Feeds ltd. — Proxy Solicitation & Information Statement 2024

Nov 19, 2024

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November 19, 2024

To To BSE Limited, National Stock Exchange of India Ltd 1[st] Floor, New Trading Ring, Exchange Plaza, Rotunda Building, P.J. Towers, Bandra (East), Dalal Street, Mumbai – 400 001, Mumbai – 400 051, Maharashtra, India. Maharashtra, India.

BSE Code: 512573

NSE Symbol: AVANTIFEED

Dear Sir/Madam,

Sub: Intimation of Notice of Postal Ballot

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Further to our letter dated 14[th] November, 2024 and pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), we hereby enclose a copy of Notice of Postal Ballot along with the explanatory statement (‘Notice’), dispatched today, for seeking approval of Members, by way of remote e-voting process, for the appointment of Mr. Yongyut Setthawiwat ((DIN: 10792139), Non-Executive, Director of the Company.

In compliance with the provisions of the General Circular No. 09/2024 dated 19[th] September 2024 and other relevant Circulars issued by the Ministry of Corporate Affairs from time to time and Regulation 44 of Listing Regulations, this Notice is being sent only through electronic mode to all the members whose e-mail addresses are registered with the RTA/Company/Depository Participants (DPs) and whose names appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on Friday, 15[th] November, 2024 (‘Cut-off date’). Members holding shares in physical mode and who have not updated their email addresses are requested to update their email addresses as per the instructions given in the enclosed Notice.

The Company has engaged the services of KFin Technologies Limited (‘KFinTech’) to provide remote e-voting facility to its members. The remote e-voting period commences on Thursday, 21[st] November, 2024 from 9.00 a.m. (IST) and ends on Friday, 20[th] December, 2024 at 5.00 p.m. (IST). The remote e-voting module shall be disabled thereafter.

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Mr. V. Bhaskara Rao (Membership No.: 5939, CP No: 4182), Proprietor, V. Bhaskara Rao & Co., Company Secretaries, to act as the Scrutinizer for conducting e-voting process for Postal Ballot, in a fair and transparent manner.

The results of the Postal Ballot will be announced on or before Saturday, 21[st] December 2024.

The Notice of Postal Ballot covering e-voting instructions is available on the Company's website at https://www.avantifeeds.com and on the website of KFinTech https://evoting.kfintech.com.

We request you to kindly take the above on record.

Thanking you

Yours faithfully

for Avanti Feeds Limited

RAMACHA Digitally signed by RAMACHANDRA NDRA RAO RAO CUDDAPAH Date: 2024.11.19 CUDDAPAH 16:49:13 +05'30'

C. Ramachandra Rao

Joint Managing Director, Company Secretary & CFO DIN:00026010

CC to: National Securities Depository Limited;

Central Depository Services (India) Limited & KFin Technologies Limited

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Aiding Sustainability & Reliability to Aquaculture

Notice of Postal Ballot FY - 2024-25

Avanti Feeds Limited

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CIN: L16001AP1993PLC095778 Registered office: Flat No. 103, Ground Floor, “R” Square, Pandurangapuram, Vishakhapatnam AP-530003 E-mail: investors@avantifeeds.com, website: www.avantifeeds.com Tel: +91-40-23310260

NOTICE OF POSTAL BALLOT

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act 2013, (“the Act”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with Rule 20 and 22 of the Companies (Management and Administration) Rules 2014, (“the Rules”), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”), Secretarial Standards on General Meetings issued by The Institute of Company Secretaries of India (“SS-2”), as amended from time to time and in accordance with the requirements prescribed and Circulars issued by the Ministry of Corporate Affairs (“MCA”) for holding General Meeting/conducting Postal Ballot process through e-Voting, to transact the special business as mentioned hereunder by passing the Resolution only by way of voting through electronic means (“remote e-Voting”).

An Explanatory Statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the proposed resolution setting out the material facts and the reasons thereof forms part of this Postal Ballot notice.

In accordance with Sections 108 and 110 of the Act read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, the Company has engaged the services of KFin Technologies Limited, (‘KFinTech’) Registrar and Share Transfer Agents (‘RTA’) of the Company for facilitating remote e-voting. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those Members whose email addresses are registered with the Company / depository participant(s) / RTA. The procedure for remote e-voting is detailed in the Notes to this Postal Ballot notice.

The Board of Directors of the Company at its meeting held on 14[th] November, 2024, have appointed Mr. V. Bhaskara Rao (Membership No.: FCS 5939, CP No: 4182), Proprietor, V. Bhaskara Rao & Co., Company Secretaries, as the Scrutinizer for conducting the Postal Ballot voting process through electronic means in a fair and transparent manner.

The remote e-voting facility will be available during the following period:

Commencement of remote e-voting period	9.00 a.m. IST on Thursday, 21stNovember, 2024
Conclusion of remote e-voting period	5.00 p.m. IST on Friday, 20thDecember, 2024

Members are requested to read the instructions and notes carefully while expressing their assent or dissent and cast votes through remote e-voting by not later than 5.00 p.m. IST on Friday, 20[th] December, 2024. The remote e-voting facility will be disabled thereafter.

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The Scrutinizer will submit his Report to the Chairman of the Company (the ‘Chairman’) or any other person authorised by the Chairman, and the result of the voting by Postal Ballot will be announced on or before on Saturday, 21[st] December, 2024. The result declared along with the Scrutinizer’s Report shall be communicated in the manner provided in this Postal Ballot notice.

The proposed resolution if approved, will be taken as having dully passed on the last date specified for e-voting by the requisite majority of members by means of Postal Ballot i.e., Friday, 20[th] December, 2024.

SPECIAL BUSINESS

ITEM NO. 1

APPOINTMENT OF MR. YONGYUT SETTHAWIWAT (DIN: 10792139) 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. Yongyut Setthawiwat (DIN: 10792139), who was appointed as an Additional Director of the Company with effect from 3[rd] October, 2024, as nominated by Thai Union Group Public Company 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.”

“ 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.”

By Order of the Board For AVANTI FEEDS LIMITED

A. Indra Kumar Chairman & Managing Director DIN: 00190168

Place : Hyderabad Date : 14[th] November, 2024

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Avanti Feeds Limited

NOTES

1. An Explanatory Statement pursuant to Sections 102 and 110 of the Act read with the Companies (Management and Administration) Rules, 2014, in respect of business to be transacted as mentioned in the Postal Ballot notice, and the relevant details of the Director as required by Regulation 36(3) of the Listing Regulations and as required under SS-2, is provided as an Annexure-A to this notice.

2. In accordance with the provisions of the Act, read with the Rules made thereunder and MCA Circulars, the Postal Ballot notice is being sent only by e-mail to those Members whose e-mail addresses are registered with the Company / Depository participants / RTA and whose names appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on Friday, 15[th] November, 2024 (cut-off date). For Members who have not registered their e-mail IDs, please follow the instructions given under Note No. 7. A person who is not a Member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only.

3. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting the postal ballot form. Accordingly, the physical copy of the Notice along with the postal ballot form and the pre-paid business reply envelope are not being sent to the members. The communication of the assent or dissent of the members would only take place through the e-voting system.

4. Members may note that this Postal Ballot notice will also be available on the website of the Company at www.avantifeeds.com , website of the Stock Exchanges on which the equity shares of the Company are listed i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and the website of KFinTech at www.kfintech.com.

5. Relevant documents referred to in this Postal Ballot notice and the Explanatory Statement pursuant to Section 102 of the Act are available for inspection through electronic mode. Members are requested to write to the Company on investors@avantifeeds.com for inspection of the said documents.

6. The Company hereby requests all its members to register their email address, if not yet registered, to promote green initiative and to enable the Company to communicate with members electronically.

7. SEBI, vide its various circulars mandated that any service request from security holders (holding securities in physical form), shall be entertained only upon updation of KYC details such as PAN, Nomination, Contact number / E-mail id, Bank Account details and signature etc.

A. PROCESS FOR REGISTRATION OF E-MAIL

The Notice is being sent by electronic mode only to those Members whose e-mail addresses are registered with the Company / Depositories. Members are requested to register / update their e-mail addresses by following the below steps to receive all future communications 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 of the following document (e.g. Driving license, Passport, Bank statement, Aadhar) by e-mailing at

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einward.ris@kfintech.com or to the Company at investors@avantifeeds.com.

ISR-1 Form can be obtained by following the link:

https://ris.kfintech.com/clientservices/isc/default.aspx

The ISR Form(s) and the supporting documents can be provided by any one of the following modes:

• a. Through ‘In Person Verification’ (IPV): the authorized person of the RTA shall verify the original documents furnished by the investor and retain copy(ies) with IPV stamping with date and initials; or

• b. Through hard copies which are self-attested, which can be shared on the address below; or

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Name KFin Technologies Limited
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Name	KFin Technologies Limited
Address	Unit:Avanti Feeds Limited Selenium Building, Tower-B, PlotNo31&32, Financial District, Nanakramguda, Serilingampally, Hyderabad-500032, Rangareddy, Telangana, India.

• c. Through electronic mode with e-sign by following the link : https://ris.kfintech.com/ clientservices/isc/default.aspx#

  • Detailed FAQ can be found on the link: https://ris.kfintech.com/faq.html

• ii. Members holding equity shares in dematerialized Mode -Register/update their e-mail addresses with respective Depository Participant (DP).

B. PROCESS FOR REGISTRATION OF KYC

• i. For the purpose of updation of KYC details against your folio, you are requested to send the details to our RTA, M/s. KFin Technologies Limited (Unit: AVANTI FEEDS LIMITED), Selenium Tower-B”, Plot No 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500 032, Telangana.

• a. Through hard copies which should be self -attested and dated. OR

• b. Through electronic mode, provided that they are sent through E-mail id of the holder registered with RTA and all documents should be electronically/digitally signed by the Shareholder and in case of joint holders, by first joint holder. OR

• c. Through web- portal of our RTA, KFin Technologies Limited - https://ris.kfintech.com

Investors can download the following forms & SEBI Circulars, which are also uploaded on the website of the company and on the website of Kfin Technologies Limited; https://ris.kfintech.com/clientservices/isc/isrforms.aspx

• Form ISR-1 duly filled in along with self-attested supporting documents for updation of KYC details.

• Form ISR-2 duly filled in for banker attestation of signature along with Original cancelled cheque with your name(s) printed thereon or self-attested copy of bank passbook/ statement.

• Form SH-13 for updation of Nomination for the aforesaid folio OR ISR-3 for “Opt-out of the Nomination”.

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Avanti Feeds Limited

• ii. Members holding shares in dematerialized mode, who have not registered/updated their aforesaid details are requested to register/update the same with their respective depository participants (‘DPs’).

8. Instructions for voting through remote e-voting

Pursuant to SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11[th ] July, 2023, remote e-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/ DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote 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.

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

• Type of Login Method

• share holders 1 Existing Internet-based Demat Account Statement (‘IDeAS’) facility Users: i) Visit the e-services website of NSDL at https://eservices.nsdl.com either on a personal computer website or on a mobile.

• ii) On the e-services homepage click on the ‘Beneficial Owner’ icon under ‘Login’ which is available under‘ IDeAS’ section. There after, 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 -

• Individual their vote(s) during the remote e Voting period. Shareholder 2 Those not registered under IDeAS e-Services: (s) holding i) Visit https://eservices.nsdl.com for registering securities in ii) Select ‘Register Online IDeAS for IDeAS Portal’ or click on

• demat mode https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• with NSDL 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 verification code as shown on the screen.

• vi) After successful authentication, Members will be redirected to NSDL Depository site where in 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.

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• 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 the e-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 homepage of e-Voting system is launched, click on the icon “Login” which is available under ‘Share holder/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 Verification 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.

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Type of Share Login Method
Holders
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Type of Share Holders	Login Method	Login Method
Individual Shareholder(s) holding securities in demat mode with CDSL	1 Existing user who have opted for CDSL Easi/Easiest Facility: Visit URL: https://web.cdslindia.com/myeasi/home/loginor www.cdslindia.com i) Click on login icon & New System Myeasi tab ii) Login with your registered user id and password. iii) The members will see the e-Voting Menu. The Menu will have links of ESP i.e. KFinTech e-Voting portal. iv) Click on e-Voting service provider name to cast your vote(s).
	2 User i) ii) iii)	not registered for Easi / Easiest: Option to register is available athttps://web.cdslindia.com/ myeasi/Registration/Easi Registration Proceed with completing the required fields. After successful registration please follow the steps given in point 1 above.

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Avanti Feeds Limited

Type of share Login Method holders

3 Alternatively, by directly accessing the e-Voting website of CDSL:

• i) Visit URL: www.cdslindia.com.

• ii) Provide your demat Account Number and PAN

• iii) System will authenticate member by sending OTP on registered Mobile & E-mail 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) with out any further authentication.

Type of share holders	Login Method
	3 Alternatively, by directly accessing the e-Voting website of CDSL: i) Visit URL: www.cdslindia.com. ii) Provide your demat Account Number and PAN iii) System will authenticate member by sending OTP on registered Mobile & E-mail 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) with out 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, where in 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 Forget User ID and Forget Password option available at above mentioned website. Help desk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
Login Type	Help Desk details
NSDL	evoting@nsdl.co.in Toll-free no.: 18001020990 / 1800224430.
CDSL	hlepdesk.evoting@cdslindia.com 022-23058738 / 022-23058542-43 / 1800225533

9. Information and Instructions for e-voting by Members other than individuals holding shares of the Company in demat mode and all Members holding shares of the Company in physical mode:

• i. Launch internet browser and type the URL: https://evoting.kfintech.com

• ii. Enter the login credentials i.e. User ID and password mentioned in your email. Your Folio No./ DP ID Client ID will be your User ID. However, if you are already registered with KFin Technologies Limited for e-voting, you can use your existing User ID and password for casting your votes.

• iii. After entering the details appropriately, click on LOGIN.

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• iv. You will reach the password change menu where in you are required to mandatorily change your password. The new password shall comprise 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.). It is strongly recommended not to share your password with any other person and 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 EVENT i.e. ‘EVEN 8511’.

• vii. On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/ dissenting to the resolution, enter all shares and click ‘FOR’/ ‘AGAINST’ as the case may be or partially in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR’ and/or ‘AGAINST’ taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option ‘ABSTAIN’ and the 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 account.

• ix. Cast your votes by selecting an appropriate option and click on ‘SUBMIT’. A confirmation box will be displayed. Click ‘OK’ to confirm, else ‘CANCEL’ to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.

• x. Corporate/Institutional Members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned image (PDF/JPG format) of certified true copy of relevant board resolution/authority letter etc. together with attested specimen signature of the duly authorised signatory (ies) who is/are authorised to vote, to the Scrutinizer through e-mail at bhaskararaoandco@gmail.com with a copy marked to investors@ avantifeeds.com

• xi. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting user manual available at the ‘download’ section of https://evoting.kfintech.com or call KFin Technologies Limited on 1800 309 4001 (Toll-free).

• xii. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

10. General Instructions

1. All communications relating to equity shares / postal ballot 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, Tollfree Number 18003094001, e-Mail id: einward.ris@ kfintech.com , website: www.kfintech.com .

2. As an ongoing endeavor to enhance Investor experience and leverage new technology, our KFin Tech have been continuously developing new applications. Here is a list of applications that has been developed for our investors.

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Avanti Feeds Limited

Investor Support Centre: A web-page accessible via any browser enabled system. Investors can use a host of services like Post a Query, raise a service request, Track the status of their DEMAT and REMAT request, Dividend status, Interest and Redemption status, Upload exemption forms (TDS), Download all ISR and other related forms.

URL: https://ris.kfintech.com/clientservices/isc/default.aspx

E Sign Facility: Common and simplified norms for processing investor’s service requests by RTAs and norms for furnishing PAN, KYC details and Nomination requires that e-Sign option be provided to Investors for raising service requests. KFIN is the only RTA which has enabled the option and can be accessed via the link below.

URL: https://ris.kfintech.com/clientservices/isr/isr1.aspx?mode=f3Y5zP9DDNI%3d

KYC Status: Shareholders can access the KYC status of their folio. The web page has been created to ensure that shareholders have the requisite information regarding their folios.

URL: https://ris.kfintech.com/clientservices/isc/kycqry.aspx

KPRISM: A mobile application as well as a web page which allows users to access Folio details, Interest and Dividend status, FAQs, ISR Forms and full suite of other investor services.

URL: https://kprism.kfintech.com/signin.aspx

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Explanatory Statement

Statement pursuant to Section 102(1) of the Companies Act 2013: Item No. 1

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 20[th] September, 2024, has withdrawn one of its director’s nomination of Mr. Bunluesak Sorajjakit (DIN: 02822828), from the Board of the Company and nominated Mr. Yongyut Setthawiwat (DIN: 10792139), 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. Yongyut Setthawiwat as an Additional Director of the Company by way of Resolution by Circulation, with effect from 3[rd] October, 2024 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. Yongyut Setthawiwat , 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 01[st] January, 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. Yongyut Setthawiwat (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. Yongyut Setthawiwat 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. Yongyut Setthawiwat are provided in the Annexure-A 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. Yongyut Setthawiwat is interested in the Resolution set out at Item No.1 of the Notice with regard to his appointment. Relatives of Mr. Yongyut Setthawiwat 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.

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Avanti Feeds Limited

Annexure-A

Details of the Director seeking appointment pursuant to (i) Regulation 36(3) of the Listing Regulation and (ii) SS-2 are as under:

Regulation and (ii) SS-2 are as under:
Name of the Director	Mr. Yongyut Setthawiwat
Director Identification Number (DIN)	10792139
Age (Years)	52
Qualification	Master of Business Administration (Finance)
Experience (including expertise in specific functional area) / Brief Resume / Skills and capabilities	Mr. Yongyut Setthawiwat is holding Master Degree of Business Administration from University of New Brunswick, Fredericton, N.B., Canada. He has been associated with Thai Union Group PCL (TU) for 17 years. Currently heading Treasury and Finance Shared Services functions, which comprises of three divisions namely Group Treasury and Liquidity Management, Group Collection Center and Credit Control, Group Payment Center and Payroll Services. It serves all major companies under Thai Union Group, both in Thailand, in Europe, and in US, on key financing activities, including, credit facility management, risk management (mainly FX, interest rate, and all key insurance policies), project evaluation / planning / execution, financial advisory roles to subsidiaries, local collection and payment, liquidity management, short-term funding and long- term financing, export and import finance, trade credit insurance, oversea collection and payment, wage and salary payments, etc. He is currently the Managing Director – Group Treasurer in Thai Union Group since March, 2021 and holding various executive positions in group companies in Thai Union Group.
Terms and Conditions of Re-appointment	Non-Executive Director, subject to liable to retire by rotation
Remuneration proposed to be paid (including sitting fees if any)	Sitting fees and Commission as approved by the Board
Date of first appointment on the Board	3rdOctober 2024
Shareholding in the Company as on 14thNovember, 2024	Nil
Relationship with other Directors / KMP	Nil

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Number of meetings of the Board attended as on 14thNovember, 2024	1
Director ships of other Boards as on 14thNovember, 2024	1. Avanti Frozen Foods Pvt. Ltd. 2. Thai Union Group Public Company Ltd. 3. Pakfood Public Company Limited 4. Okeanos Food Co.,Ltd 5. EHS Training and Services Co., Ltd. 6. Thai Union Online Shop Co., Ltd 7. TMAC Co.,Ltd. 8. Thai Union Hatchery Co., Ltd. 9. TCM Fishery Co., Ltd. 10. TMK Farm Co., Ltd.
Directorships in listed entities from which the director has resigned in the past three years	Nil
Membership / Chairmanship of Committees of other Boards as on 14thNovember, 2024	Nil

Place : Hyderabad Date : 14[th ] November, 2024

By Order of the Board For AVANTI FEEDS LIMITED A. Indra Kumar Chairman & Managing Director DIN: 00190168

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