MMP Industries Limited — Proxy Solicitation & Information Statement 2019

Nov 19, 2019

MMP INDUSTRIES LIMITED

(Formerly Maharashtra Metal Powders Ltd)

Correspondence Address : B-24, MIDC Area, Hingna Road, Nagpur - 440 016. Ph.: (07104) 668000, FAX : 07104 668032, Email : sales@mmpil.com, Web: www.mmpil.com, CIN : L32300MH1973PLC030813

THROUGH ONLINE FILING

Ref. No.: MMPIL / NSE / 2019 / 051 Tuesday, the 19 day of November 2019

The Manager, Listing Department, National Stock Exchange of India Limited SME PLATFORM — NSE EMERGE "Exchange Plaza", C - 1, Block G, Bandra - Kurla Complex, Bandra (East), MUMBAI 4 0 0 0 5 1

Sub: Intimation pursuant to Regulation 30 read with Regulation 47 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) about Compliance/s for the Postal Ballot vide Notice of Wednesday, the 13 November 2019, Confirmation for its Dispatch and Newspaper Clipping/s for Publication of Notice in Local Newspaper/s in English and Marathi [Vernacular] Language

Ref: NSE SME Script Code - MMP

Dear Sir / Madam,

In continuation of our Letter Ref No. MMPIL/NSE/2019/050 Dated 13 November 2019, and with reference to the captioned subject, we wish to inform you that the Company has duly completed the dispatch of physical copy of the Postal Ballot Notice along with Explanatory Statement, Postal Ballot Form and Notes thereof, to all the Six Hundred Twenty (620) Shareholders (Members) of the Company appearing in the Register of Members as on the Cut-off (Record) Date i.e., Wednesday, the 13 November 2019 through Speed Post (Indian) or Registered Post (NRI) services of India Post. Additionally, the Company has also sent, the Postal Ballot Notice along with Explanatory Statement, Postal Ballot Form and Notes thereof, through e-mail/s to all those Shareholders (Members) who have provided their e-mail id for receipt of such documents through e-mail. The details of which are follows:-

Number of Shareholders	Mode of Dispatch	Period of Dispatch
Six Hundred Twenty	Speed Post (Indian) or	November 15 2019 to 18
(620)	Registered Post (NRI)	November 2019
Five Hundred		16 November 2019 to 18
Twenty Three (523)	e-Mail	November 2019

WORKS VILLAGE: MAREGAON, POST : SHAHPUR, DIST. BHANDARA- 441906, TEL (07184) 282620,282471,282486 Fax: (07184) 282126

1

ISO 9001 REGISTERED Regn No.:M5400913IN

ISO 14001 REGISTERED OHSAS 18001 REGISTERED Regn No.:M5400913114 Regn No.:M5400913IN

Further, the important event/s with their respective happening date/s in connection with the Postal Ballot are summarized below:-

Particulars	Date/s
Cut-off (Record) Date for Postal Ballot Notice and Voting Rights thereof	Wednesday, the 13 November 2019
Completion of Dispatch of Postal Ballot Documents through Post and/or e-mail	Monday, the 18 November 2019
Publication of Notice in Local Newspaper/s — English and Marathi [Vernacular] Language	Tuesday, the 19 November 2019
Physical Postal Ballot Voting	From Wednesday, the 20 November 2019 at 09:00 AM [09:00 Hours] To Thursday, the 19 December 2019 at 05:00 PM [17:00 Hours]
Last Date & Time for receipt of Physical Postal	Thursday, the 19 December 2019 latest
Ballot Form	by 05:00 PM [17:00 Hours]
Remote e-Voting	From Wednesday, the 20 November 2019 at 09:00 AM [09:00 Hours] To Thursday, the 19 December 2019 at 05:00 PM [17:00 Hours]
Date of declaration of result of Postal Ballot	Friday, the 20 December 2019

We wish to add that the Postal Ballot Notice along with Explanatory Statement, Postal Ballot Form and Notes thereof, were also uploaded or posted on the Company's Website www.mmpil.com and also, on the Website of Central Depository Services (India) Limited www.evotingindia.com and the same will be remain posted till the declaration of Postal Ballot Results.

We are enclosing herewith a copy of Postal Ballot Notice along with Explanatory Statement, Postal Ballot Form and Notes thereof together with the Newspaper Clipping/s, for Publication of Notice, published in 'Times of India', Nagpur Edition [English Language] and 'Maharashtra Times', Nagpur Edition [Marathi (Vernacular) Language], on Tuesday, the 19 November 2019, containing requisite information about the Postal Ballot for your kind reference and records.

You are therefore, kindly requested to place the aforesaid information on records and do the needful. Meantime, kindly acknowledge the receipt.

Sincerely, For MMP Industries Limited

CS Milind Suryakant Rao Company Secretary ICSI Membership No. ACS - 48012 40, A-1, Kalyan Apartment, (W) Samarth Nagar, Wardha Road, Nagpur — 440015, MH, IN.

End.: As Above.

MMP INDUSTRIES LIMITED

Corporate Identification Number (CIN) – L 32300 MH 1973 PLC 030813 REGISTERED OFFICE :211, SHRI MOHINI, 345, KINGSWAY, NAGPUR – 440001, MH, IN Tel No.: +91 712 2 533 585 / 2 524 645, Fax No.: +91 712 2 530 461 e- M ai l: co m pany sec retar y @ m m pi l. co m , W ebs ite: w w w. m m pi l. co m

POSTAL BALLOT NOTICE

Pursuant to Secon 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administraon) Rules, 2014

Dear Member,

NOTICE is hereby given, pursuant to the provisions of Secon 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), read with the Companies (Management and Administraon) Rules, 2014 (including any statutory modificaon/s or re-enactment/s thereof for the me being in force), ("the Rules"), Secretarial Standard on General Meengs [SS-2] issued by the Instute of Company Secretaries of India ("ICSI") and Regulaon 44 of the Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 ("Lisng Regulaons") and other applicable provisions of law, rules and regulaons, that the resoluon/s appended below namely, (1) Increase in the Authorised Share Capital and consequent amendments to Clause V of the Memorandum of Associaon of the Company, (2) Capitalisaon of Reserves and Issue of Bonus Equity Shares of the Company, and (3) Migraon of Specified Securies [Equity Shares] of the Company from SME Exchange [NSE EMERGE]to the Main Board of Naonal Stock Exchange of India Limited [NSE], are proposed to be passed by the Members as the Special Resoluon/s through Postal Ballot including Vong by electronic means ("remote e-vong") by giving their assent or dissent.

The Explanatory Statement pursuant to Secon 102(1) and 110 of the Act seng out the material facts and reasons for the proposed Special Resoluon/s are appended herewith and is being sent to you along with a Postal Ballot Form for your consideraon.

The Board of Directors of the Company, at its meeng held on Wednesday, the 13 November 2019, has approved and appointed, CS Mukesh Dulichandji Parakh, Proprietor of Messers Mukesh Parakh & Associates, Company Secretaries, Nagpur, [ICSI Membership No. FCS - 4343 & Cerficate of Pracce No. 13693], to act as the Scrunizer ["Scrunizer"] for conducng the Postal Ballot and remote e-vong in a fair and transparent manner.

The Members have the opon to vote either by means of physical Postal Ballot or through remote e-vong.

The Members desiring to exercise their vote by means of physical Postal Ballot are requested to carefully read the related notes to the Postal Ballot Noce and Postal Ballot Form together with instrucons given thereunder and return the Postal Ballot Form duly completed in all respects in the enclosed self-addressed postage pre-paid Business Reply Envelope so as to reach the Scrunizer not later than the close of working hours, i.e. 05:00 PM [17:00 Hours] on Thursday, the 19 December 2019. The Physical Postal Ballot Forms received aer 05:00 PM [17:00 Hours] on Thursday, the 19 December 2019 will be treated as 'invalid'.

The Company, in compliance with the provisions of Secon 108 of the Act read with Rule 20 of the Companies (Management and Administraon) Rules, 2014 and Regulaon 44 of the Lisng Regulaons, is pleased to provide its Members with the addional opon or facility to exercise their right to vote on all the proposed Special Resoluon/s set forth in the Postal Ballot Noce through remote e-vong. The Members may cast their vote using remote e-vong. The Company has engaged the services of Central Depository Services (India) Limited ("CDSL")to provide remote e-vong facility. The remote e-vong period commences on Wednesday, the 20 November 2019 at 09:00 AM [09:00 Hours] and ends on Thursday, the 19 December 2019 at 05:00 PM [17:00 Hours]. The remote e-vong shall be disabled thereaer. The Members desiring to opt for the remote e-vong opon or facility are requested to read carefully the related notes to the Postal Ballot Noce and Postal Ballot Form together with remote e-vong instrucons given thereunder.

Kindly note that the Members can opt for only one mode of vong i.e. either physical Postal Ballot or remote evong. However, in case, a Member cast their vote by physical Postal Ballot as well as remote e-vong, then vong done through valid remote e-vong shall prevail and the vong done by physical Postal Ballot will be treated as invalid.

Upon compleon of the scruny of the physical Postal Ballot Forms and Votes cast through remote e-vong in a fair and transparent manner, the Scrunizer will submit his report to the Chairman cum Managing Director of the Company or any Person authorized by him. The results of the Postal Ballot will be declared at the Registered Office of the Company on Friday, the 20 December 2019. The date of declaraon of Postal Ballot results will be taken as the date of the passing of the Special Resoluon/s contained in this Noce, if approved by the requisite majority.

The result of the Postal Ballot along with Scrunizer's Consolidated Report will be posted or uploaded on the Company's Website www.mmpil.comand on the Website of CDSL namely www.evongindia.comand also, will be communicated to the SME Plaorm of Naonal Stock Exchange of India Limited namely NSE EMERGE, where the Equity Shares of the Company are listed. The results will also be displayed on the Noce Board at the Registered Office of the Company.

By Order of the Board of Directors

CS Milind Suryakant Rao Company Secretary ICSI Membership No ACS – 48012

Place: Nagpur Date: 13 November 2019

SPECIAL BUSINESS

SPECIAL RESOLUTION/S FOR POSTAL BALLOT [Pursuant to Secon 110 of the Companies Act, 2013]

1. To consider and, if thought fit, to pass the following resoluon as a Special Resoluon:-

Increase in the Authorised Share Capital and consequent amendments to Clause V of the Memorandum of Associaon of the Company

"RESOLVED THAT pursuant to the provisions of Secon 13, 61 and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the rules framed there under [including any statutory modificaon/s or re-enactment/s thereof for the me being in force], the consent and approval of the Members of the Company be and is hereby granted for an increase in the Authorised Share Capital of the Company from 20,00,00,000/- ( Twenty Crore) divided into 2,00,00,000 (Two Crore) Equity Shares of 10 ( Ten) each to 26,00,00,000/- ( Twenty Six Crore) divided into 2,60,00,000 (Two Crore Sixty Lakh) Equity Shares of 10 ( Ten) each, ranking pari-passu in all respects with that class of exisng Equity Shares of the Company.

FURTHER RESOLVED THAT Clause V of the Memorandum of Associaon of the Company be substuted with the followings:-

V. The Authorised Share Capital of the Company is 26,00,00,000/- ( Twenty Six Crore) divided into 2,60,00,000 (Two Crore Sixty Lakh) Equity Shares of 10 ( Ten) each, with rights, privileges and condions aached thereof as per the relevant provisions contained in this behalf in the Arcles of Associaon of the Company and with power to increase or reduce the capital of the Company and to divide the shares in the capital for the me being into several classes, being those specified in the Companies Act, 2013.

FURTHER RESOLVED THAT the Board of Directors and/or any Commiee thereof, of the Company, be and is hereby authorised to do all such acts, deeds and things as in its absolute discreon it may think necessary, expedient or desirable; to sele any queson or doubt that may arise in relaon thereto in order to give effect to the foregoing resoluon."

2. To consider and, if thought fit, to pass the following resoluon as a Special Resoluon:-

Capitalisaon of Reserves and Issue of Bonus Equity Shares of the Company

"RESOLVED THAT pursuant to the provisions of Secon 63 and all other applicable statutory provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 14 of the Companies (Share Capital and Debentures) Rules, 2014 (as amended) [including any statutory modificaon/s or re-enactment/s thereof for the me being in force] ("the Rules"), Securies and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulaons, 2018 ("ICDR Regulaons"), Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 ("Lisng Regulaons"), the Foreign Exchange Management Act, 1999 ("FEMA"), other regulaons, circulars, noficaons, clarificaons, guidelines issued from me to me by the Securies and Exchange Board of India ("SEBI"), Reserve Bank of India ("RBI"), SME Plaorm of Naonal Stock Exchange of India Limited ("NSE EMERGE") where the Securies [Equity Shares] of the Company are listed and/or Main Board of Naonal Stock Exchange of India Limited ("NSE") where the Securies [Equity Shares] of the Company are proposed to be listed through migraon [NSE EMERGE and NSE, each hereinaer referred to as the "Stock Exchange"] or any other regulatory authority or body and in accordance with enabling provisions contained in Arcle 213 of the Arcles of Associaon of the Company together with provisions of any other applicable laws, rules, regulaons, circulars, noficaons, clarificaons, guidelines issued by the various authories and subject to such consent, approval, permission and sancon, as may be necessary from appropriate authories, the consent and approval of the Members of the Company be and is hereby granted to authorise the Board of Directors of the Company (hereinaer referred to as "the Board") for capitalizaon of a sum not exceeding 8,46,75,380/- ( Eight Crore Forty Six Lakh Seventy Five Thousand Three Hundred Eighty) from the Surplus of Profit & Loss and/or General Reserves or any other permied Reserves & Surplus as per the latest Audited Financial Statements of the Company, for the purpose of issue and allotment of Bonus Equity Shares of 10 ( Ten) each, distributed and credited as fully paid-up Bonus Equity Shares to the holders of the Equity Shares of the Company, whose names appear in the Register of Members and/or List of Beneficial Owners provided by the Naonal Securies Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as on the 'Record Date'to be determined by the Board of Directors [which expression shall also include a Sub-Commiee thereof or any Person authorised by the Board], of the Company, in the proporon of One (1) Bonus Equity Share of 10/- ( Ten) each, for every Two (2) fully paid-up Equity Shares of 10/- ( Ten) each, held by the Member/s and that the Bonus Equity Shares so distributed shall, for all purposes, be treated as an increase in the Paid-up Share Capital of the Company held by each such Member, and not as an Income by whatever name.

FURTHER RESOLVED THAT the new Equity Shares of 10/- ( Ten) each, to be issued and alloed as Bonus Equity Shares shall be subject to the provisions of the Memorandum & Arcles of Associaon of the Company and shall rank pari-passu in all respects and carry the same rights as the exisng fully paid Equity Shares of the Company and shall be entled to parcipate in full in any dividend/s and any other corporate acons to be declared aer the Bonus Equity Shares are alloed.

FURTHER RESOLVED THAT no leer of allotment shall be issued to the alloee/s of the new Bonus Equity Shares and the Share Cerficate/s in respect of the new Bonus Equity Shares will be issued in the same mode as held on the Record Date and dispatched to the Member/s who hold the exisng Equity Shares in physical form and the new Equity Shares will be credited in electronic form to the demat accounts of the Member/s who hold the exisng Equity Shares in electronic form, within the period prescribed by law and accordingly, the Company do effect issue, allotment and delivery of the aforesaid 84,67,538 Bonus Equity Shares of 10/- ( Ten) each, in the capital of the Company, to the respecve Member/s and/or beneficiary (demat) account of the Member/s of the Company.

FURTHER RESOLVED THAT the allotment of the new Bonus Equity Shares to the extent that they relate to Non-Resident Indians (NRI), Foreign Porolio Investors (FPI), Persons of Indian Origin (PIO), Overseas Corporate Bodies (OCB) and other Foreign Investors of the Company shall be subject to the approval of the RBI under FEMA, or any other regulatory authority, as may be necessary.

FURTHER RESOLVED THAT the name of the alloee/s, as aforesaid, be entered into the Register of Members of the Company.

FURTHER RESOLVED THAT in case of fraconal shares, if any, arising out of the issue and allotment of the Bonus Equity Shares, the Board be and is hereby authorised to make suitable arrangements to deal with such fracon/s for the benefit of the eligible Member/s, including but not limited to, allong the total number of new Equity Shares represenng such fracon/s to a person/s to be appointed by the Board of Directors who would hold them in trust for such Member/s and shall, as soon as possible, sell such Equity Shares at the prevailing market rate and the net sale proceeds of such Equity Shares, aer adjusng the cost and the expenses in respect thereof, be distributed among such Member/s who are entled to such fracon/s in the proporon of their respecve fraconal entlements.

FURTHER RESOLVED THAT the consent and approval of the Members of the Company be and is hereby granted to authorise the Board of Directors of the Company, to take necessary steps for lisng and trading of such Bonus Equity Shares on the Stock Exchange pursuant to all the applicable provisions of SEBI ICDR Regulaons, Lisng Regulaons, and/or any other applicable laws, rules, regulaons, circulars, noficaons, clarificaons, guidelines and subject to specific approval of Stock Exchange regarding Issue of Bonus Equity Shares of the Company and Migraon of Securies [Equity Shares] of the Company from NSE EMERGE to NSE Main Board.

FURTHER RESOLVED THAT for the purpose of giving effect to the aforesaid resoluon, the Board of Directors be and is hereby authorised to do all such acts, deeds, maers and things whatsoever, including seling any queson, doubt or difficules that may arise with regard to or in relaon to the issue and allotment of the Bonus Equity Shares and to accept on behalf of the Company, any condions, modificaons, alteraons, changes, variaons in this regard as prescribed by the statutory authority(ies) and which the Board of Directors in its discreon thinks fit and proper."

3. To consider and, if thought fit, to pass the following resoluon as a Special Resoluon:-

Migraon of Specified Securies [Equity Shares] of the Company from SME Exchange [NSE EMERGE] to the Main Board of Naonal Stock Exchange of India Limited [NSE]

"RESOLVED THAT pursuant to the provisions of Regulaon 277, 278, 280 and other applicable Regulaon/s contained in the Securies and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulaons, 2018 ("ICDR Regulaons"), Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 ("Lisng Regulaons"), and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the rules framed there under [including any statutory modificaon/s or re-enactment/s thereof for the me being in force], and SME Plaorm of Naonal Stock Exchange of India Limited ("NSE EMERGE") where the Securies [Equity Shares] of the Company are listed and/or Main Board of Naonal Stock Exchange of India Limited ("NSE") where the Securies [Equity Shares] of the Company are proposed to be listed through migraon [NSE EMERGE and NSE, each hereinaer referred to as the "Stock Exchange"] together with provisions of any other applicable laws, rules, regulaons, circulars, noficaons, clarificaons, guidelines issued by the various authories and subject to such consent, approval, permission and sancon, as may be necessary from appropriate authories, the consent and approval of the Members of the Company be and is hereby granted to authorise the Board of Directors of the Company (hereinaer referred to as "the Board") [which expression shall also include a sub-commiee thereof or any person authorised by the Board], for migraon of specified securies [Equity Shares] of the Company i. e. Lisng and Trading for 2,54,02,613 Equity Shares of the Company, from SME Plaorm of Naonal Stock Exchange of India Limited namely NSE EMERGE to the Main Board of Naonal Stock Exchange of India Limited namely NSE, on account of increase in Paid-up Share Capital of the Company beyond 25,00,00,000 ( Twenty Five Crore) through issue and allotment of Bonus Equity Shares to the eligible Member/s of the Company.

FURTHER RESOLVED THAT the consent and approval of the Members of the Company be and is hereby granted to authorise the Board of Directors of the Company, to take necessary steps for lisng and trading of enre Issued, Subscribed and Paid-up Equity Share Capital of the Company on the Stock Exchange by following such procedures specified under all the applicable provisions of SEBI ICDR Regulaons, Lisng Regulaons, and/or any other applicable laws, rules, regulaons, circulars, noficaons, clarificaons, guidelines and subject to specific approval of Stock Exchange regarding Issue of Bonus Shares and Migraon of Securies [Equity Shares] of the Company from NSE EMERGE to NSE Main Board.

FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things as in its absolute discreon it may think necessary, expedient or desirable; to sele any queson or doubt that may arise in relaon thereto in order to give effect to the foregoing resoluon."

By Order of the Board of Directors

CS Milind Suryakant Rao Company Secretary ICSI Membership No ACS – 48012

Place: Nagpur Date: 13 November 2019

NOTES:-

• 1. The Explanatory Statement pursuant to Secon 102(1) and 110 of the Act read with Rule 22 of the Companies (Management and Administraon) Rules, 2014 and Secretarial Standard on General Meengs [SS-2] issued by the ICSI, seng out the material facts and reasons for the proposed Special Resoluon/s are annexed herewith along with Postal Ballot Form for your consideraon.
• 1. All the document/s referred to in the accompanying Postal Ballot Noce and Explanatory Statement thereto, are open for inspecon by the Members, at the Registered Office of the Company during office hours i. e. between 11:00 AM [11:00 Hours] to 01:00 PM [13:00 Hours] on all working days from the date of the Postal Ballot Noce ll the last date fixed for receipt of votes by physical Postal Ballot and/or remote e-vong.
• 1. The business set out in the Postal Ballot Noce also be transacted through electronic vong system and the Company is providing addional opon or facility for vong by electronic means (remote e-vong), the instrucons for remote e-vong are annexed and forms part of this Noce.
• 1. Pursuant to the provisions of Secon 108 of the Act read with Rule 20 of the Companies (Management and Administraon) Rules, 2014 and Regulaon 44 of the Lisng Regulaons, the Company is providing to its Members facility to exercise their right to vote on all the proposed Special Resoluon/s set forth in the Postal Ballot Noce by remote e-vong. The Members may cast their vote using remote e-vong.
• 1. The Company has engaged the services of Central Depository Services (India) Limited ("CDSL") to provide remote e-vong facility. The remote e-vong period commences on Wednesday, the 20 November 2019 at 09:00 AM [09:00 Hours] and ends on Thursday, the 19 December 2019 at 05:00 PM [17:00 Hours]. The remote e-vong shall be disabled thereaer.
• 1. The vong rights shall be reckoned in proporon to a Member's Share of the Paid-up Share Capital of the Company as on the Cut-off (Record) Date i. e. Wednesday, the 13 November 2019 for Physical Postal Ballot and remote e-vong. A Member cannot exercise his / her / their vote by Proxy on Postal Ballot. A recipient of Postal Ballot Noce who is not a Member on the Cut-off (Record) Date should treat this Noce for informaon purpose only.
• 1. A Postal Ballot Form and a self-addressed postage pre-paid Business Reply Envelope are aached and enclosed to this Postal Ballot Noce. The self-addressed postage pre-paid Business Reply Envelope bear the address of the Scruniser to whom duly completed Postal Ballot Form is to be sent.
• 1. The Members who opt to vote by Postal Ballot Form shall ensure that the Postal Ballot Form duly completed in all respects in the enclosed self-addressed postage pre-paid Business Reply Envelope should be returned so as to reach the Scrunizer not later than the close of working hours, i.e. 05:00 PM [17:00 Hours] on Thursday, 19 December 2019. The Physical Postal Ballot Forms received aer 05:00 PM [17:00 Hours] on Thursday, 19 December 2019 will be treated as 'Invalid' and accordingly, be rejected. The duly completed Postal Ballot Form should reach the Scrunizer namely Messers Mukesh Parakh & Associates, Company Secretaries, Nagpur at the address printed on self - addressed postage pre-paid Business Reply Envelope.
• 1. Any Member who has not received the Postal Ballot Form or is desirous of obtaining an addional physical Postal Ballot Form, may write to the Company Secretary of the Company for obtaining a duplicate or addional Postal Ballot Form. The Company shall forward the same along with self-addressed postage prepaid Business Reply Envelope to the said Member.
• 1. The Member/s can opt only one mode for vong i.e., either by remote e-vong or physical Postal Ballot. However, in case, a Member cast his / her / their vote both via remote e-vong and through physical Postal Ballot, then valid vong done through remote e-vong shall prevail and the votes cast through physical Postal

Ballot shall be considered invalid. Once the vote on a resoluon is cast by a Member electronically, the Member shall not be allowed to change it subsequently.

• 1. The Board of Directors of the Company has appointed CS Mukesh Dulichandji Parakh, Proprietor of Messers Mukesh Parakh & Associates, Company Secretaries, Nagpur, [ICSI Membership No. FCS - 4343 & Cerficate of Pracce No. 13693], as the Scrunizer to scrunize the vong process in a fair and transparent manner.
• 1. The Board of Directors has also appointed CS Milind Suryakant Rao, Company Secretary of the Company as the person responsible for the Physical Postal Ballot and remote e-vong process for and on behalf of the Company.
• 1. The Scrunizer will prepare a Scrunizer's Consolidated Report of the total votes cast in favour or against, if any. The Scrunizer will submit his final Consolidated Report to the Chairman cum Managing Director of the Company or any Person authorized by him in wring on Friday, the 20 December 2019 and declare the result of the vong forthwith.
• 1. The proposed Special Resoluon/s, if passed by the requisite majority, shall be deemed to have been passed on Thursday, the 19 December 2019 i.e. the last date specified either for receipt of duly completed physical Postal Ballot Forms or for exercising vong rights through remote e-vong. The proposed Special Resoluon/s passed by the Members through physical Postal Ballot and remote e-vong are deemed to have been passed effecvely at a General Meeng.
• 1. The result of the Postal Ballot along with Scrunizer's Consolidated Report will be posted or uploaded on the Company's Website www.mmpil.com and on the Website of CDSL namely www.evongindia.com and also, will be communicated to the SME Plaorm of Naonal Stock Exchange of India Limited namely NSE EMERGE, where the Equity Shares of the Company are listed. The results will also be displayed on the Noce Board at the Registered Office of the Company.
• 1. The physical copy of the Postal Ballot Noce, Postal Ballot Form along with self-addressed postage pre-paid Business Reply Envelope is being sent to all the Members, whose names appear as the Beneficial Owner/s holding Equity Shares in electronic mode as per details furnished by the Depositories namely Naonal Securies Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and also, as the Member/s holding Equity Shares in physical mode, in the Register of Members of the Company as on the close of the business hours on Wednesday, the 13 November 2019 by permied mode namely Speed Post services of India Post. Addionally, the Postal Ballot Noce and Postal Ballot Form is being sent by e-mail to all those Member/s who have registered their e-mail addresses for receipt of documents in electronic form with their Depository Parcipants (in case of electronic shareholding) and the Company or the Registrar & Share Transfer Agent (in case of physical shareholding). The Postal Ballot Noce is also being uploaded on the Company's Website namely www.mmpil.com and of CDSL namely www.evongindia.com.
• 1. On compleon of dispatch of the Physical Postal Ballot Noce together with Postal Ballot Form, an adversement will be published at least once in a vernacular newspaper [Marathi] in the principal vernacular language [Marathi] of the district in which the Registered Office of the Company is situated, and having a wide circulaon in that district, and at least once in English language in an English newspaper having a wide circulaon in that district, about having dispatched the Physical Postal Ballot papers and specifying therein, inter-alia, the maers prescribed under Rule 22 of the Companies (Management and Administraon) Rules, 2014.

18. INSTRUCTIONS FOR e-VOTING

In compliance with the provisions of Secon 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administraon) Rules, 2014 and Regulaon 44 of the SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, (as amended), the Company is pleased to provide or offer its Members addional opon or facility to exercise their right to vote on all the proposed Special Resoluon/s set forth in the Postal Ballot Noce by remote e-vong and accordingly, the business may be transacted through remote e-vong services provided by the Central Depository Services (India) Limited (CDSL). The instrucons to the Members for remote e-vong are as under:-

• (i) The remote e-vong period commences on Wednesday, the 20 November 2019 at 09:00 AM [09:00 Hours] and ends on Thursday, the 19 December 2019 at 05:00 PM [17:00 Hours].During this period, a Member of the Company, holding Equity Shares either in physical form or in dematerialized form, as on the Cut-off (Record) Date i. e. Wednesday, the 13 November 2019 may cast their vote electronically. The e-vong module shall be disabled by CDSL for vong thereaer.
• (ii) The shareholders should log on to the e-vong website www.evongindia.com.
• (iii) Click on "Shareholders" Tab.
• (iv) Now, Enter your User ID
• (a) For CDSL: 16 digits beneficiary ID.
• (b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID.
• (c) The Members holding Equity Shares in Physical Form should enter Folio Number registered with the Company.
• (v) Next enter the Image Verificaon as displayed and Click on Login.
• (vi) If you are holding Equity Shares in demat form and had logged on to www.evongindia.com and voted on an earlier vong of any Company, then your exisng password is to be used.
• (vii) If you are a first me user follow the steps given below:-

	For Shareholders (Members) holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department [Applicable  for Shareholders (Members) holding shares in demat as well as physical form]. The Shareholders (Members) who have not updated their PAN with the Company or  Depository Parcipant are requested to use the first two leers of their name and the last 8 digits of the sequence number (refer serial no. printed on the name and address scker or postal ballot form or e-mail) in the PAN field. Incasethesequencenumberislessthan8digitsentertheapplicablenumberof0'sbefore  thenumberaerthefirsttwocharactersofthenameinCAPITALleers.Eg.Ifyournameis RameshKumarwithserialnumber1thenenterRA00000001inthePANfield.
DOB	Enter the Date of Birth as recorded in your demat account or in the Company records for the said demat account or folio in dd/mm/yyyy format.
Dividend Bank Details	Enter the Dividend Bank Details as recorded in your demat account or in the Company records for the said demat account or folio.

• (viii) Aer entering these details appropriately, click on "SUBMIT" tab.
• (ix) The Members holding Equity Shares in physical form will then directly reach the Company selecon screen. However, the Members holding Equity Shares in demat form will now reach 'Password Creaon' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for vong for resoluons of any other Company on which they are eligible to vote, provided that the Company opts for e-vong through CDSL plaorm. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidenal.
• (x) For the Members holding Equity Shares in physical form, the details can be used only for e-vong on the resoluons contained in this Noce.
• (xi) Click on the EVSN for MMP Industries Limited on which you choose to vote.
• (xii) On the vong page, you will see "RESOLUTION DESCRIPTION" and against the same, the opon "YES / NO" for vong. Select the opon YES or NO as desired. The opon YES implies that you assent to the Resoluon and opon NO implies that you dissent to the Resoluon.
• (xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the enre Resoluon details.
• (xiv) Aer selecng the resoluon you have decided to vote on, click on "SUBMIT". A confirmaon box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xv) Once you "CONFIRM" your vote on the resoluon, you will not be allowed to modify your vote.
• (xvi) You can also take a print of the votes cast by clicking on "Click here to print" opon on the Vong page.
• (xvii) If a demat account holder has forgoen the login password then Enter the User ID and the image verificaon code and click on Forgot Password & enter the details as prompted by the system.
• (xviii) The Shareholders (Members) can also cast their vote using CDSL's mobile app m-Vong. The m-Vong app can be downloaded on Apple (i-Phone), Android and Window based mobile phones. Please follow the instrucons as prompted by the mobile app while vong on your mobile.
• (xix) Note for Non–Individual Shareholders and Custodians:-
• (i) Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodian are required to log on to www.evongindia.com and register themselves as Corporates.
• (ii) A scanned copy of the Registraon Form bearing the stamp and sign of the enty should be emailed to helpdesk.evong@cdslindia.com.
• (iii) Aer receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• (iv) The list of accounts linked in the login should be mailed to helpdesk.evong@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• (v) A scanned copy of the Board Resoluon and Power of Aorney (POA) which they have issued in favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrunizer to verify the same.
• (xx) In case you have any queries or issues regarding e-vong, you may refer the Frequently Asked Quesons ("FAQs") and e-vong manual available at www.evongindia.com, under help secon or write an email to helpdesk.evong@cdslindia.com or Call at Toll Free No. 1800 22 5533.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) AND 110 OF THE COMPANIES ACT, 2013

RESOLUTION NO. 1 AND2

The Company – MMP Industries Limited [formerly known as (i) 'Semi Conductor Packages Private Limited' (ii) 'Maharashtra Metal Powders Private Limited' and (iii) 'Maharashtra Metal Powders Limited'] (hereinaer referred to as 'the Company') was originally incorporated and registered under the Companies Act, 1956 as a Private Limited Company, Limited by Shares, [Category – Private Limited Company, Limited by Shares and Sub-Category – Indian Non-Government Company] bearing the Corporate Idenficaon No. (CIN) L 32300 MH 1973 PLC 030813 Dated 8 October 1973 with the Office of the Registrar of Companies in the State of Rajasthan at Jaipur.

The Company has changed its status from Private to Public Limited Company and subsequently to a Listed – Public Limited Company, Name presently to MMP Industries Limited and situaon of its registered office presently to 211, Shri Mohini, 345, Kingsway, Nagpur – 440001, MH, IN, falling within the jurisdicon of Office of the Registrar of Companies in the State of Maharashtra at Mumbai, aer due compliance of the provisions of the Companies Act, 1956 [to the extent applicable], and the Companies Act, 2013 read with the rules made there under.

The Authorised Share Capital of the Company presently stands at 20,00,00,000/- ( Twenty Crores) divided into 2,00,00,000 (Two Crore) Equity Shares of 10 ( Ten) each.

The Company, through its Maiden Inial Public Offering (IPO), has raised a sum of 84.60 Crore, by issue and allotment of 45 Lakh Equity Shares of Face Value of 10/- each, at a Premium of ` 178/- per Equity Share, in the Capital of the Company, in terms of Prospectus Dated 5 April 2018, and got approval for Lisng and Trading of Equity Shares, of the Company on the SME Plaorm of Naonal Stock Exchange of India Limited namely NSE EMERGE, effecve 12 April 2018.

Keeping in view the prevailing business scenario, future business plans, vision and mission of the Company, and specifically, to reward its Shareholders (Members), who is standing and associated with the Company, assuming responsibilies of true partnership, the Board at its meeng held on Wednesday, the 13 November 2019, considered, approved and recommended, the issue and offer of a Bonus Equity Share in the rao of 1:2 i.e. One Bonus Equity Share for every Two Equity Shares held in the Issued, Subscribed and Paid-up Share Capital of the Company, by the Members as on Record Date to be hereaer fixed by the Board (which expression shall also include a Sub-Commiee thereof or any Person authorized by the Board) by capitalizing the surplus of profits or permissible reserves of the Company, subject to requisite approval/s in this regards.

To accommodate the increase or addion to the Issued, Subscribed & Paid-up Share Capital of the Company, resulng on account of any such decision based on the prevailing business scenario, future business plans, vision and mission of the Company, it is necessary to increase the exisng Authorised Share Capital of the Company from 20,00,00,000/- ( Twenty Crore) divided into 2,00,00,000 (Two Crore) Equity Shares of 10/- ( Ten) each to 26,00,00,000/- ( Twenty Six Crores) divided into 2,60,00,000 (Two Crore Sixty Lakh) Equity Shares of 10/- ( Ten) each.

Accordingly, it is also proposed to increase the authorised share capital to 26,00,00,000/- ( Twenty Six Crores) divided into 2,60,00,000 (Two Crores Sixty Lakh) Equity Shares of 10 ( Ten) each by creaon of addional 60,00,000 (Sixty Lakh) Equity Shares of 10 ( Ten) each. The increase in authorised share capital as aforesaid would require consequenal amendments to the exisng Clause V of the Memorandum of Associaon of the Company.

The increase in Authorised Share Capital & consequent amendments to Clause V of the Memorandum of Associaon of the Company and Capitalisaon of Reserves & Issue of Bonus Equity Shares of the Company requires approval of the Members of the Company by way of Special Resoluon pursuant to the provisions of Secon 13, 61 and 63 of the Companies Act, 2013 read with the rules made there under, apart from any other applicable statutory and regulatory approvals.

In case of fraconal entlements (shares), if any, arising out of the issue and allotment of Bonus Equity Shares, the Board will make suitable arrangements to deal with such fracons for the benefit of the eligible Member/s, including but not limited to, aggregang of such fracons and allong the total number of new Bonus Equity Shares represenng such fracons to a person/s to be appointed by the Board who would hold them in trust for such Member/s and shall, as soon as possible, sell such Equity Shares at the prevailing market rate and the net sale proceeds of such Equity Shares, aer adjusng the cost and the expenses in respect thereof, be distributed among such Member/s, who are entled to such fracon/s in the proporon of their respecve fraconal entlements (shares).

None of the Director/s, Key Managerial Personnel or their relaves, are in any way, concerned or interested, financially or otherwise, in the Special Resoluon Nos. 1 and 2 of this Noce, Except to the extent of Issue and Offer of Bonus Equity Shares against their exisng Shareholding, if any, in the Capital of the Company and/or to the extent of the Shareholding of the companies and/or other enes of which they are Directors or Members.

Accordingly, the Board of Directors of the Company recommends the Special Resoluon Nos. 1 and 2 as proposed and set out in the accompanying Noce for approval of the Shareholders (Members) in the interest of the Company through Postal Ballot and remote e-vong.

RESOLUTION NO. 3

The Company, through its Maiden Inial Public Offering (IPO), has raised a sum of 84.60 Crore, by issue and allotment of 45 Lakh Equity Shares of Face Value of 10/- each, at a Premium of ` 178/- per Equity Share, in the Capital of the Company, in terms of Prospectus Dated 5 April 2018, and got approval for Lisng and Trading of Equity Shares, of the Company on the SME Plaorm of Naonal Stock Exchange of India Limited namely NSE EMERGE, effecve 12 April 2018.

On approval of aforesaid Special Resoluon Nos. 1 and 2, the Issued, Subscribed and Paid-up Share Capital of the Company shall stand increased from 16,93,50,750/- ( Sixteen Crore Ninety Three Lakh Fiy Thousand Seven Hundred Fiy) divided into 1,69,35,075 (One Crore Sixty Nine Lakh Thirty Five Thousand & Seventy Five) Equity Shares of 10/- ( Ten) each to 25,40,26,130/- ( Twenty Five Crore Forty Lakh Twenty Six Thousand One Hundred Thirty) divided into 2,54,02,613 (Two Crore Fiy Four Lakh Two Thousand Six Hundred Thirteen) Equity Shares of 10/- ( Ten) each.

In case, the Issued, Subscribed and Paid-up Share Capital of the Company likely to exceeds beyond 25,00,00,000/- ( Twenty Five Crore), the Issuer Company shall migrate its specified securies (Equity Shares) listed and traded on a SME Exchange [NSE EMERGE] to the Main Board [NSE] and seek lisng and trading of the specified securies (Equity Shares) on the Main Board [NSE], subject to fulfilment of the eligibility criteria and compliance of requisite approval/s pursuant to the Regulaon 277, 278 and 280(2) of the SEBI (Issue of Capital and Disclosure Requirements) Regulaon, 2018 (as amended).

The Board of Directors believes and of the firm opinion that, the Migraon of specified securies (Equity Shares) of the Company, from SME Exchange [NSE EMERGE] to the Main Board [NSE], will, amongst others, provides number of advantage/s like enhanced liquidity, beer realizaon, brand image and value, etc. to all the Stakeholders including the Shareholders (Members) of the Company and prospecve Investors at large.

The Migraon of specified securies [Equity Shares] of the Company, from SME Exchange [NSE EMERGE] to the Main Board [NSE], is also subject to approval of the Members, by way of passing a Special Resoluon, through Postal Ballot.

None of the Director/s, Key Managerial Personnel or their relaves, are in any way concerned or interested, financially or otherwise, in the Special Resoluon No. 3 of this Noce, Except to the extent of their exisng Shareholding, if any, in the Capital of the Company and/or to the extent of the Shareholding of the companies and/or other enes of which they are Directors or Members.

Accordingly, the Board of Directors of the Company recommends the Special Resoluon as proposed and set out in the accompanying Noce for approval of the Public Shareholders (Members) in the interest of the Company through Postal Ballot and remote e-vong.

The said Special Resoluon shall be acted upon if and only if the votes cast by the Public Shareholders (Members) [Shareholders (Members) other than Promoters] in favour of the proposal amount to at least two mes the number of votes cast by the Public Shareholders (Members) [Shareholders (Members) other than Promoters] against the proposal.

By Order of the Board of Directors

CS Milind Suryakant Rao Company Secretary ICSI Membership No ACS – 48012

Place: Nagpur Date: 13 November 2019 This page is intentionally left blank

MMP INDUSTRIES LIMITED

Corporate Identification Number (CIN) – L 32300 MH 1973 PLC 030813 REGISTERED OFFICE :211, SHRI MOHINI, 345, KINGSWAY, NAGPUR – 440001, MH, IN Tel No.: +91 712 2 533 585 / 2 524 645, Fax No.: +91 712 2 530 461 e- M ai l: co m pany sec retar y @ m m pi l. co m , W ebs ite: w w w. m m pi l. co m

POSTAL BALLOT FORM (To be returned to the Scruniser appointed by the Company)
Sr. No.	Parculars	Details
1.	Name and Registered Address of Sole or First Named Shareholder (Member)
2.	Name of Joint Holder/s, if any
3.	Registered Folio No. OR DP & Client ID [Applicable to the Members holding Equity Shares in Dematerialised form]
4.	No. of Equity Shares Held

I / We hereby exercise my / our vote in respect of the resoluon to be passed through Postal Ballot for the business stated in the Postal Ballot Noce of the Company of Wednesday, the 13 November 2019 by conveying my / our assent or dissent to the said Special Business by placing the ck () mark at the appropriate box below:

Sr. No.	Descripon of Resoluon	No. of Equity Shares	I / We Assent to the Special Resoluon(FOR)	I / We Dissent to the Special Resoluon (AGANIST)
1.	Increase in the Authorised Share Capital and Consequent Amendments to Clause V of the Memorandum of Associaon of the Company.
2.	Capitalisaon of Reserves and Issue of Bonus Equity Shares of the Company
3.	Migraon of Specified Securies [Equity Shares] of the Company from SME Exchange [NSE EMERGE] to the Main Board of Naonal Stock Exchange of India Limited [NSE]

Place: _____________

Date: _____________ (Signature of the Shareholder (Member)

__________________________

ELECTRONIC VOTING PARTICULARS

EVEN (e-Vong Event Number)	USER ID	PASSWORD / PIN
191113008

NOTE:– Please read the instrucons printed overleaf carefully before exercising your vote.

VOTING BY ELECTRONIC MEANS – REMOTE e-VOTING - The Members desiring to exercise their vote by electronic means i. e. remote e-vong, instead of vong through physical Postal Ballot, may access the remote e-vong facility through the web link www.evongindia.com

IMPORTANT INSTRUCTIONS

• 1. The Vong rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the Member/s as on the Cut-off (Record) Date i.e. Wednesday, the 13 November 2019. A person who is not a Member on the relevant date should treat this noce for informaon purpose only.
• 1. The vong rights for Equity Shares are One Vote per Equity Share, registered in the name of the Member/s. The vong period shall be from Wednesday, the 20 November 2019 at 09:00 AM [09:00 Hours] and ends on Thursday, the 19 December 2019 at 05:00 PM [17:00 Hours].
• 1. The Postal Ballot Form should be completed and signed by the Member (as per the specimen signature registered with the Company). Vong rights in a Postal Ballot cannot be exercised by a Proxy. In case of joint holding, this Form should be completed and signed (as per the specimen signature registered with the Company) by the first named Member and in his/her absence, by the next named Member. In case of Equity Shares held by companies, trusts, sociees etc. the duly completed Postal Ballot Form should be accompanied by a cerfied true copy of Board resoluon / authority leer.
• 1. The Consent must be accorded by placing a ck mark in the column, I/We assent to the Resoluon', or dissent must be accorded by placing a ck mark in the column,I/We dissent to the Resoluon'. Form bearing ck mark in both the columns will be treated as invalid.
• 1. A Member desiring to exercise vote by Physical Postal Ballot may complete this Postal Ballot Form (no other form or photocopy thereof is permied) and send it to the Scrunizer namely 'Messers Mukesh Parakh & Associates, Company Secretaries', in the aached self-addressed postage pre-paid Business Reply Envelope. The Business Reply Envelope bears the name of the Scrunizer appointed by the Board of Directors of the Company and the address to which the same needs to be dispatched. Postage will be borne and paid by the Company. However, envelopes containing Postal Ballot Form/s, if sent by courier, registered or speed post at the expense of the Member will also be accepted.
• 1. The duly completed Postal Ballot Form should reach the Scrunizer not later than by 05:00 PM [17:00 Hours] on Thursday, the 19 December 2019. Postal Ballot Form received aer specified me and date will be strictly treated as if reply from such Member has not been received. The Member/s are requested to send the duly completed Postal Ballot Form well before the last date providing sufficient me for the postal transit.
• 1. Alternavely, a Member may vote through electronic means (remote e-vong), an addional opon or facility provided by the Company. The detailed procedure for remote e-vong is enumerated in the Notes to the Postal Ballot Noce.
• 1. The Members can opt only one mode of vong i.e. either by physical Postal Ballot or remote e-vong. In case, the Member cast their vote both by physical Postal Ballot and remote e-Vong, the valid vong done through remote e-vong shall prevail and vong done by physical Postal Ballot will be treated as invalid.
• 1. A Member may request for a duplicate Postal Ballot Form by wring to the Company Secretary of the Company.
• 1. The Member/s are requested NOT to send any other paper along with the Postal Ballot Form in the enclosed selfaddressed postage pre-paid Business Reply Envelope as all such envelopes will be sent to the Scrunizer and any extraneous paper found in such envelopes, would be destroyed by the Scrunizer and the Company would not be able to act on the same.
• 1. The Scrunizer's decision on the validity of the Postal Ballot Form shall be final.
• 1. The results of the Postal Ballot will be announced on Friday, the 20 December 2019. The proposed, Special Resoluon/s, if passed by the requisite majority, shall be deemed to have been passed on the last date for vong i.e., Thursday, the 19 December 2019. The said results will be displayed on the Noce Board at the Registered Office of the Company, and also, will be inmated to SME Plaorm of Naonal Stock Exchange of India Limited namely NSE EMERGE, where the Equity Shares of the Company are listed. Addionally, the results will also be uploaded or posted on the website of Central Depository Services (India) Limited (CDSL) www.evongindia.com and on the Company's website www.mmpil.com.
• 1. Any query in relaon to the Special Resoluon/s proposed to be passed by Postal Ballot may be sent to the Company Secretary of the Company at its Registered Office at 211, Shri Mohini, 345, Kingsway, Nagpur – 440001, MH, IN, or through e-Mail to companysecretary@mmpil.com.

7

MMP INDUSTRIES LIMITED

Corporato ldentilication Numbsr (Clltl) - I 8flm0 ilH 10?S PLC 0\$ll813 RMBTERED OFTTCE: 211, SHRI MOHINI, 345, KII'IGSWAY NAGPUA - 4OOO1, MH, INDIA I0l ll0.: +91 7122535ils I 2524 645 I F r il6.i +91 7122530 ⁴⁶¹ 0-il.11: comparrysecrsEry@mmpil.com I WaDtllr: wuw.mmpil.com

NOTICE

NoTICE is hereby given, pursuant to the provisions oI Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("ms Acl"), read \,vith the Companies (Management and Administration) Rules,.20'14 (including any statutory modificati0n/s or re-enactmenvs thereof l0r the time being in t0rce), ("lhs Rulos"), Secreiarial Standard 0n General Meetings ["\$S-2"] issued by the lnstitute 0t Company Secretaries of lndia ("lCSl") and Reoulation 44 ol the Securities and Exchange Board ot India (Listing 0bligations and Disclosure Requirements) Hegulations, 2015 ("tistin0 R0oul.tions") and other applicabl€ provisions ol law, rules and rsgulations, thatthe Special Business containing the Special Resolution/s in respect of (1) lncrease in the Authorised Share Capital and consequent amendments to Clause V of the Mem0randum of Association of the C0mpany, (2) Capitalisation of Reserves and lssue of Bonus Equity Shares otthe Company, and (3) Migration ot Specified Securities lEqulty Sharos] ol the Company from SME Exchanoe INSE EMERGEI to the Main Board oJ National stock Exchange 0f lndia Limited ItlsE], are proposod to be passed by the Members of MMP lndustries Limited ("1h0 Company") asthe Special Resolution/sthrough Postal Ballot including Voting by electronic means ("10m010 o-yoling") by givin0 theirasssnt 0r dissent.

The Company has duly completed the dispatch ol Postal Ballot Notice alono with Explanatory Statement, Postal Ballot Form and Notes thereot, both in Physical [Speed Postl and/or Electronic [e-Mail] Mode, 0n illonday, tho 1E l{ov0mbor 2019, t0 all the Members ol the Company, whose name/s appearing in the Registrar Qf Members las the Benelicial owner/s holding Equity Shares in Demat Form and as the Member/s holding Equity Shares in Physical Forml as on the Cut-otf (Record) Date i.e. Wodnesdsy, the 13 il0v6mter, 20r9. The Postal Ballot Notice along wlth Explanatory Statement, Postal Ballot Form and Notes thereof, has also been uploaded on the website ol the Company www.mmpil.com and that of Central Depository Services (lndia) Limited ("CDSL") www.evotinqindia.com and will remain posted till the last date tor receipt of Postal Ballot or remote e-Votin0.

The physical Postal Ballot voting period commences on Wodnasday, lhs ²⁰ tlovsmber20l9 at 09:00 Att [09:00 Hou]31 and ends on Thunday, lhs 19 D0c0mb0r 2019 al 05:00 Pil [17:00 Hou6l. The Members desiring to exercise their vote by means ol physical Postal Ballot are requested to send the Postal Ballot Form duly completed in all respoct so as to reach the Scrutinizor not later than the close of working hours, i.e. 05:00 Pill [17:00 Hoursl on Thursday, lhG 19 D0c0mbsr 2019. The Physical Postal Ballot Forms rsceived after 05:00 Pil [17:00 H0ur3l on Thursday, the 19 D0csmt8r201g will be treated as 'invalid'.

The Company has enoaged the services of Csmral Depository Services (lndia) Limited ("CoSt") to provide an additional 0pti0n or tacility to exercise the right to vote on all the proposed Special Resolution/s set {orth in the Postal Ballot Notice through remote e-voting. The Members may cast their vote using remote e-voting. The remote e' voting period commences on W0dnosday, ths 20 Novcmbsr 2019 al 09:00 AM [09:00 Hours] and ends on Thursday, lhe 1g Dec0mbor 2019 al 05:00 PM 117:00 Horrsl. The remote e-voting shall be disabled thereafier. The Members desiring t0 opt lor the remote e-voting option or facility are requested to read caretully the related notes to the Postal Ballot Notice and Postal Ballot Form together with instructi0ns fol remote e-voting given thereunder. Kindly note that the Members can 0pt {or 0nly one mode of voting i.e. eithel physical Postal Ballot or remote e-voting.

Any Memberwho has not received the Postal Ballot Form 0r is desirous ol obtaining an additional physical Posial Ballot Form, may send an e-Mail to com0anysecretarv@mmpil.com and obtain duplicate oI additional Postal Ballot Form. The Postal Ballot Notice and Postal Ballot Form can also be downloadsd t etslhe Website of the Company www.mmoil.com.

The Board of Drrectors of the Company, at its meeting held on Wodnesday, lhs 13 iloyemb8r 2019, has approved and appointed, CS Mukesh Dulichandii Parakh' Proprietor of Messers Mukesh Parakh & Associates, Company Secretaries, Nagpur, [ICSI Membership No. FCS - 4343 & Certilicate of Practice No. 136931, to act as the Scrutinizer ["Scrutinizor"] lor conducting the Postal Ballot and remote e-voting in a fair and transparent manner.

The results 0fthe Postal Ballot will be declared and displayed on Notrie Boardatthe Registered Office of the Company on Fllday, lhs 20 Doccmb0r 2019, and will be inlimated to SME Platlorm of National Stock Exchange 0l lndia Limited namely NSE EMERGE, where the Equity Shares orthe Company are listed. Additionally, the results ot Postal Ballot will also be posted or uploaded on the Company's website www.mm0il.com and on the Website of Central Depository Services (lndia) Limited (CDSL) www.evolinoindia.com

ln case 0f any query(ies) or grievance/s, in respect of Special Resolutior/s proposed to be passed by Postal Ballot, the Member/s may contact CS Milind Suryakant Rao, Company Secretary of the Company at its Registered otlice at 21 1 , Shri Mohini, 345' Kingsway, Nagpur - 440001, MH, lN, 0R Call +91 93252 43653 0R send an e-Mail to companysecrelary@mmpil.com. ln case ol any queries or issues regarding e-voting, the Member/s may refer the Frequently Asked ouestions ("FAos") and e'voting manual available at www.evotinoindia.com, under help section 0R write an email to helpdesk.evoting@cdslindia.com 0R Call Toll Free No. 1800 22 5533.

Placo: Nrgpur Date: 18 November, 2019 By Order of tho Board of Dlrecto]t CS ililind Suryakant Rao Company Socrotary lCSl l{omborshlp 1{o ACS - 18012