M.K.Proteins Limited — Proxy Solicitation & Information Statement 2023

Jul 11, 2023

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Date: 11.07.2023

	Date: 11.07.20
To	To
The Manager	The Manager
Listing Compliance	Listing Compliance
Bombay Stock Exchange Limited	National Stock Exchange of India
P.J.Towers, Dalal Street,	Limited (NSE)
Mumbai-400 001	Exchange Plaza, Bandra Kurla
Maharashtra, India	Complex, Bandra East, Mumbai –
SCRIP CODE: 543919	400051
	NSE SYMBOL: MKPL

Sub: Intimation of Extra-Ordinary General Meeting to be held on Friday, 4[th ] August 2023

Dear Sir/Madam,

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Extra-Ordinary General Meeting ('EGM') of the Company will be held on Friday, August 4, 2023 at 11:00 a.m. through Video Conferencing / Other Audio-Visual Means.

We are submitting herewith Notice of Extra-Ordinary General Meeting of the Company along with explanatory statement, which is being sent through electronic mode to the Members.

The Company has provided the facility to vote by electronic means (remote e-voting as well as e-voting at the EGM) on the resolutions as set out in the EGM Notice. The e-voting shall commence on Tuesday, August 1, 2023 at 9:00 a.m. and will end on Thursday, August 3, 2023 at 5:00 p.m. and the shareholders of the Company holding shares as at the cut-off date i.e. Friday, July 28, 2023 shall be eligible to vote using the remote e-voting facility and e-voting facility at EGM.

The copy of the said EGM Notice is also uploaded on the website of the Company i.e. www. mkproteins.in.

Please take same on your record.

Thanking you,

Yours Truly,

For M K Proteins Limited

Parmod Digitally signed by Parmod Kumar Kumar Date: 2023.07.11 15:59:14 +05'30' Parmod Kumar Managing Director DIN: 00126965

M. K. Proteins Limited

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003

T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in

CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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NOTICE

Notice is hereby given that the Extra Ordinary General Meeting (‘EGM’) of the members of the M K Proteins Limited will be held on Friday, August 4, 2023 at 11:00 A.M. through Video Conferencing (‘VC’)/Other Audio Visual Means (‘OAVM’), to transact the following businesses:

SPECIAL BUSINESSES :

1. Approval of Appointment of Sh. Tej Mohan Singh (DIN: 10130417) as a Non-Executive Independent Director of the Company:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), Sh. Tej Mohan Singh (DIN: 10130417) who was, pursuant to the provisions of Section 161 of the Act, appointed by the Board of Directors as an Additional Director in the category of Non-Executive Independent Director of the Company, with effect from May 5, 2023 and who meets the criteria for independence as provided in Section 149(6) of the Act and the Rules framed thereunder, on recommendation of Nomination and Remuneration Committee of the Company, be and is hereby appointed as a Non-Executive Independent Director of the Company, to hold office for a first term of 5 (Five) consecutive years, from the date of appointment i.e. May 5, 2023 to May 4, 2028 (both days inclusive).

RESOLVED FURTHER THAT subject to the necessary permissions/approvals, the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall be deemed to include any Committee thereof which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution) be and is hereby authorized to do and perform or cause to be done all such acts, deeds, matters and things, as may be required or deemed necessary or incidental thereto, and to settle and finalize all issues that may arise in this regard, without further referring to the Members of the Company, including without limitation, finalizing and executing any agreement, deeds and such other documents as may be necessary and to delegate all or any of the powers vested or conferred herein to any Director(s) or Officer(s) of the Company, as may be required to give effect to the above resolution.”

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in

CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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2. Approval of Appointment of Ms. Shipra Jain (DIN: 10130874) as a Non-Executive Independent Director of the Company

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), Ms. Shipra Jain (DIN: 10130874) who was, pursuant to the provisions of Section 161 of the Act, appointed by the Board of Directors as an Additional Director in the category of Non-Executive Independent Director of the Company, with effect from May 5, 2023 and who meets the criteria for independence as provided in Section 149(6) of the Act and the Rules framed thereunder, on recommendation of Nomination and Remuneration Committee of the Company,, be and is hereby appointed as a Non-Executive Independent Director of the Company, to hold office for a first term of 5 (Five) consecutive years, from the date of appointment i.e. May 5, 2023 to May 4 , 2028 (both days inclusive).

RESOLVED FURTHER THAT subject to the necessary permissions/approvals, the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall be deemed to include any Committee thereof which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution) be and is hereby authorized to do and perform or cause to be done all such acts, deeds, matters and things, as may be required or deemed necessary or incidental thereto, and to settle and finalize all issues that may arise in this regard, without further referring to the Members of the Company, including without limitation, finalizing and executing any agreement, deeds and such other documents as may be necessary and to delegate all or any of the powers vested or conferred herein to any Director(s) or Officer(s) of the Company, as may be required to give effect to the above resolution.”

Regd. Office: For and on behalf of the Board Naraingarh Road, For M K Proteins Limited Village Garnala, Amabala (City) Sd/Haryana-134003 Parmod Kumar Managing Director Place: Ambala DIN: 0126965 Date : 11.07.2023

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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NOTES

1. The Ministry of Corporate Affairs (“MCA”) has, vide its circular dated April 8, 2020, April 13, 2020, May 5, 2020, December 8, 2021, May 5, 2022 and December 28, 2022 (collectively referred to as “MCA Circulars”), permitted convening the Extra Ordinary General Meeting (“EGM”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without physical presence of the members at a common venue. In accordance with the MCA Circulars, provisions of the Companies Act, 2013 (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), this EGM is being held through VC/OAVM, which does not require physical presence of members at a common venue. The deemed venue for the EGM shall be the Registered Office of the Company.

2. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), which sets out the details relating to the Special Businesses to be transacted at the EGM, is annexed hereto.

3. Pursuant to MCA Circulars, since this EGM is being held through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

4. Pursuant to Section 113 of the Act, Corporate/Institutional members intending to appoint their authorized representative(s) to attend the EGM through VC/OAVM on its behalf and to vote through remote e-voting are requested to send (in advance),scanned copy (PDF/JPG Format) of a duly certified copy of the relevant Board Resolution/Letter of Authority/Power of Attorney, together with the respective specimen signatures of those representative(s), to the Scrutinizer through e-mail to rpskhurana7@gmail.co, with a copy marked to evoting@nsdl.co.in and compliancemkproteins@gmail.com.

5. Green Initiative: Members who have not registered their e-mail address are requested to register their e-mail address for receiving all communication from the Company electronically.

6. Submission of questions or queries prior to EGM Registration of Speakers: Members who would like to express their views or ask questions during the EGM may register themselves as a speaker, during the period from July 25, 2023 to July 28, 2023 through e-mail on compliancemkproteins@gmail.com. Such questions shall be taken up during the meeting or replied by the Company suitably. Members who would like to express their views or ask questions during the EGM may register themselves as speaker by sending their request from their registered e-mail address mentioning their name, DP ID and client ID/Folio no, No. of shares, PAN, mobile number at compliancemkproteins@gmail.com on or before July 28, 2023.

7. Those Members who have registered themselves as a speaker will be allowed to express their views, ask questions during the EGM. The Company reserves the right to restrict the

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in

CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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number of speakers as well as the speaking time depending upon the availability of time at the EGM.

1. Details as required in sub-regulation (3) of Regulation 36 of Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, on directors recommended by the Board for appointment at this Meeting forms part of the Notice. The Director(s) has furnished consent/disclosure for the appointment as required under the Act and rules made thereunder.

2. In accordance with the MCA circulars and SEBI circular dated May 13, 2022, the Notice of EGM is being sent only through the electronic mode to those Members whose e-mail addresses are registered with the Company/Registrar or the Depository Participant(s). The Company will not be dispatching physical copies of Notice of EGM to any Member. Members are requested to register/update their e-mail addresses, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with Registrar, by following due procedure.

3. A copy of the Notice of this EGM is available on the Company’s website at www.mkproteins.in, website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and also on the website of National Securities Depository Limited (‘NSDL’) at www.evoting.nsdl.com.

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

5. In all correspondences with the Company, members are requested to quote their DP ID and Client ID No(s).

6. Since the EGM will be held through VC/OAVM Facility, the Route Map of Venue is not annexed to this Notice.

General instructions for accessing and participating in the EGM through VC/OAVM - Facility and Voting through electronic means including remote e Voting

1.The Members can join the EGM in the VC/OAVM mode 15 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice.

1. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of Listing

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in

CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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Regulations, and the MCA Circulars and Secretarial Standard-2 issued by Institute of Company Secretaries of India, the Company is providing facility of remote e-Voting to its Members in respect of the business(es) to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as voting on the date of the EGM will be provided by National Securities Depository Limited (NSDL).

1. The remote E-voting period for all items of businesses contained in this notice of EGM shall commence from Tuesday, August 1, 2023 at 9.00 A.M. (IST) and will end on Thursday, August 3, 2023 at 5.00 P.M. (IST). The E-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by any Member, he/she shall not be allowed to change it subsequently.

2. The cut-off date for determining the eligibility of shareholders to exercise remote E-voting rights and attendance at EGM is Friday, July 28, 2023. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the above-mentioned cut-off date, shall be entitled to avail the facility of remote E-voting or voting at the meeting through electronic mode. The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

3. Those Members, who will be present in the EGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote E-voting and are otherwise not barred from doing so, shall be eligible to vote through E-voting system during the EGM.

4. The Members who have cast their vote by remote E-voting prior to the EGM may also attend/ participate in the EGM through VC/OAVM but shall not be entitled to cast their vote again. Members are requested to carefully read the instructions for E-voting before casting their vote.

5. At the EGM, the Chairman of the meeting shall after discussion on all the resolutions on which voting is to be held, allow voting by electronic means to all those members who are present at the meeting but have not casted their votes by availing the remote E-voting facility.

6. The Board of Directors of your Company have appointed Mr. RPS Khurana, Practicing Company Secretary (PCS No. 5013), as the Scrutinizer to scrutinize the remote e-voting process and voting through E-voting system at the EGM in a fair and transparent manner.

7. The Scrutinizer shall, immediately after the conclusion of voting at the EGM, will first download the votes cast at the meeting and thereafter unblock the votes cast through remote E-voting in the presence of at least 2 (Two) witnesses not in the employment of the Company. Thereafter the Scrutinizer shall, submit a consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman, or a person authorised by him in writing who shall countersign the same and declare the result of voting forthwith. The result of e-

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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voting along with consolidated Scrutinizer’s report will be declared upon conclusion of the Meeting, within the permissible timelines.

1. The results declared along with the Scrutinizer’s report shall be placed on the website of the Company and shall also be communicated to the Stock Exchanges. The Resolutions, if approved, shall be deemed to be passed, on the date of EGM.

2. EGM been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

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

The remote e-voting period begins on Tuesday, 1st August 2023 at 9:00 a.m. and ends on Thursday, 3rd August 2023 at 5:00 p.m. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 28th July 2023, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 28th July 2023.

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

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

- Step 1: Access to NSDL e Voting system

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

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in

CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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• home page click on the “ Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

• 1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/Ideas DirectReg.jsp
• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e- Voting page. Click on company name or eVoting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
• 1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in

CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e- Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in

CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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

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

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in

CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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

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

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

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

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

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

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in

CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

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

1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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

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

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

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

• Now, you will have to click on “Login” button.

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

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

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

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

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

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

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

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

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

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

General Guidelines for shareholders

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in

CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to rpskhura7@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to compliancemkproteins@gmail.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to compliancemkproteins@gmail.com . If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 -

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

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

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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

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

2. Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003

3. T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in

CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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

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

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

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

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

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

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

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

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at compliancemkproteins@gmail.com. The same will be replied by the company suitably.

6. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting

Regd. Office: For and on behalf of the Board Naraingarh Road, For M K Proteins Limited Village Garnala, Amabala (City) Sd/Haryana-134003 Parmod Kumar Managing Director Place : Ambala DIN: 0126965 Date : 11.07.2023

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in

CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS(ES) PURSUANT TO SECTION 102 READ WITH SECTION 110 OF THE COMPANIES ACT, 2013

Item No. 1:

Approval of Appointment of Sh. Tej Mohan Singh (DIN: 10130417) as a Non-Executive Independent Director of the Company:

On May 5, 2023, the Board of Directors appointed Sh. Tej Mohan Singh (DIN: 10130417) as an Additional Director (Independent & Non-Executive) for a term of 5 years with effect from May 5, 2023 to May 4, 2028, subject to approval of the Members of the Company.

In terms of section 160 of the Companies Act, 2013, Nomination and Remuneration Committee and the Board have recommended the appointment of Sh. Tej Mohan Singh (DIN: 10130417) as an Independent Director pursuant to the provisions of Sections 149 and 152 of the Companies Act, 2013.

The Company has received a declaration from Sh. Tej Mohan Singh (DIN: 10130417) confirming that he meets the criteria of independence under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Company has also received Sh. Tej Mohan Singh’s consent to act as a Director in terms of section 152 of the Companies Act, 2013 and a declaration that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

In the opinion of the Board, Sh. Tej Mohan Singh fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his appointment as an Independent Director of the Company and is independent of the management.

Sh. Tej Mohan Singh is an Advocate with experience of more than 28 years. He completed his LL.B. from Punjab University and has an expertise in Income Tax and Corporate Law.

The Board of Directors is of the opinion that it would be in the interest of the Company to appoint him as an Independent Director for a period of five years with effect from May 5, 2023 to May 04, 2028.

Except Sh. Tej Mohan Singh and/or his relatives, none of the Directors and Key Managerial Personnel of the Company and/or their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 1.

Directors recommends the resolution proposing the appointment of Sh. Tej Mohan Singh as an Independent Director of the Company, as set out in Item No. 1 for approval of the Members by way of a Special Resolution.

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in

CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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Item No. 2:

Approval of Appointment of Ms. Shipra Jain (DIN: 10130874) as a Non-Executive Independent Director of the Company:

On May 5, 2023, the Board of Directors appointed Ms. Shipra Jain (DIN: 10130874) as an Additional Director (Independent & Non-Executive) for a term of 5 years with effect from May 5, 2023 to May 4, 2028, subject to approval of the Members of the Company.

In terms of section 160 of the Companies Act, 2013, Nomination and Remuneration Committee and the Board have recommended the appointment of Ms. Shipra Jain (DIN: 10130874) as an Independent Director pursuant to the provisions of Sections 149 and 152 of the Companies Act, 2013.

The Company has received a declaration from Ms. Shipra Jain (DIN: 10130874) confirming that she meets the criteria of independence under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Company has also received Ms. Shipra Jain’s consent to act as a Director in terms of section 152 of the Companies Act, 2013 and a declaration that she is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

In the opinion of the Board, Ms. Shipra Jain fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for her appointment as an Independent Director of the Company and is independent of the management.

Ms. Shipra Jain is an Advocate with experience of more than 15 years. She completed her LL.B. from Punjab University and has an expertise in Corporate Laws and IPR.

The Board of Directors is of the opinion that it would be in the interest of the Company to appoint her as an Independent Director for a period of five years with effect from May 5, 2023 to May 04, 2028.

Except Ms. Shipra Jain and/or her relatives, none of the Directors and Key Managerial Personnel of the Company and/or their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 2.

Directors recommends the resolution proposing the appointment of Ms. Shipra Jain as an Independent Director of the Company, as set out in Item No. 2 for approval of the Members by way of a Special Resolution.

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in

CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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- Details of Directors seeking appointment/re appointment/continuation of the appointment as per Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India:

S. No.	PARTICULARS	DETAILS	DETAILS
	Name & DIN	Mr. Tej Mohan Singh (DIN: 10130417)	Ms. Shipra Jain (DIN: 10130874)
1.	Age/Date of Birth	52 years/24.03.1971	41 years/29.08.1981
2.	Date of first Appointment on the Board	05.05.2023	05.05.2023
3.	Qualification	Advocate	Advocate
4.	Brief Resume including Experience/ expertise in specified functional area	Mr. Tej Mohan Singh is an Advocate with experience of more than 28 years. He completed his LL.B. from Punjab University and has an expertise in Income Tax and Corporate Law.	Ms. Shipra Jain is an Advocate with experience of more than 15 years. She completed her LL.B. from Punjab University and has an expertise in Corporate Laws and IPR.
5.	Experience and expertise in specified functional area	Expertise in Income Tax and Corporate Law.	Expertise in Corporate Laws and IPR.
6.	Directorships held in other companies in India	NIL	NIL
7.	Directorships held in other Listed entities	NIL	NIL
8.	Chairman/ Member of Committee of the Board of other companies in which they are director	NIL	NIL
9.	Listed Entities from which the Director has resigned in the past three years	NIL	NIL
10.	Shareholding in M K Proteins Limited	Sh. Tej Mohan Singh does not hold any shares of the Company.	Ms. Shipra Jain does not hold any shares of the Company.
11.	_Inter-se_Relationship between Directors/ Managers/Key Managerial Personnel	Mr. Tej Mohan Singh is not related to any of the director, manager and other Key Managerial Personnel of the Company.	Ms. Shipra Jain is not related to any of the director, manager and other Key Managerial Personnel of the Company.
12.	Pecuniary relationship with company etc.	NIL	NIL

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in

CIN : L15500HR2012PLC046239| ISIN : INE964W01013

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13.	Terms and Conditions of Appointment/ Reappointment and Remuneration along with details of remuneration sought to bepaid	As mentioned in Item 1 of notice	As mentioned in Item 2 of notice
14.	Remuneration Last Drawn	nil	nil
15.	Number of Board Meetings Attended during the Financial Year 2023-24	one	one
16.	Skills and capabilities required for the role and the manner in which the proposed person meets such requirements	Out of the Skills and capabilities identified by the Board, Mr. Tej Mohan Singh possess skill sets pertaining to expertise in Corporate Laws and Income Tax. He has varied and strong expertise in relation to ensuring the compliance of various applicable laws and regulations.	Out of the Skills and capabilities identified by the Board, Ms. Shipra Jain possess skill sets pertaining to expertise in Corporate Laws and IPR. She has varied and strong expertise in relation to ensuring the compliance of various applicable laws and regulations.

Regd. Office: For and on behalf of the Board Naraingarh Road, For M K Proteins Limited Village Garnala, Amabala (City) Sd/Haryana-134003 Parmod Kumar Managing Director Place : Ambala DIN: 0126965 Date : 11.07.2023

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T : 0171-2679358 I W: www.mkproteins.in I E: mkproteins1@gmail.com I info@mkproteins.in CIN : L15500HR2012PLC046239| ISIN : INE964W01013