M.P. Agro Industries Ltd. — AGM Information 2023

Sep 1, 2023

Registered Office: 924, 9 Floor, Fortune Tower, Sayajigunj, Vadodara – 390020. Email Id: mpagroindustries@gmail.com Website: www.mpagroindustries.in. Phone no.: 0265-2363280, +91 – 6358761061 CIN: L24123GJ1975SGC106981

M.P. AGRO

==> picture [34 x 47] intentionally omitted <==

INDUSTRIES LTD.

==> picture [57 x 7] intentionally omitted <==

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

SAMRUDDHI
----- End of picture text -----

Dt.: 1[st] September, 2023

To, Corporate Filling, Bombay Stock Exchange, (BSE), 25[th] P.J. Towers, Fort, Mumbai - 01

Sub- Intimation of Book Closure and AGM notice

Dear Sir,

With reference to above, this is to inform you that the Register of Members and Share Transfer Book of the Company will remain Closed from 20[th] September, 2023 to 26[th ] September, 2023 (both days inclusive) for the Purpose of 47[th] Annual General Meeting. Other brief particulars are as given below:

==> picture [480 x 41] intentionally omitted <==

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

Type of Security & Book – Closure Purpose E Voting Cut-off Date
Paid up Capital From –To
Equity Shares of 58,03,914/- 20 [th] September, AGM on 26 [th ] September, 19 [th] September, 2023
----- End of picture text -----

Type of Security & Paid upCapital Equity Shares of 58,03,914/-	Book – Closure From –To 20th September,	Purpose AGM on 26thSeptember,	E Voting Cut-off Date 19th September, 2023
of Rs.10/- each fully paid up	2023	2023
	To
	26thSeptember,
	2023

Please take note of the same.

Thanking you,

For M. P. Agro Industries Ltd.

ISHITA SAURABHKUMAR KAPURE Digitally signed by ISHITA SAURABHKUMAR KAPUREDN: cn=ISHITA SAURABHKUMAR KAPURE c=IN l=VADODARA o=Personal e=CSISHITA14@GMAIL.COMReason: I am the author of this documentLocation: Date: 2023-09-01 11:36+05:30 CS Ishita Kapure Compliance Officer

==> picture [78 x 78] intentionally omitted <==

ENCL.: As Above

Registered Office: 924, 9 Floor, Fortune Tower,Sayajigunj, Vadodara – 390020. Email Id: mpagroindustries@gmail.com Website: www.mpagroindustries.in. Phone no.: 0265-2363280, +91 – 6358761061 CIN: L24123GJ1975SGC106981

M.P. AGRO

==> picture [34 x 47] intentionally omitted <==

INDUSTRIES LTD.

==> picture [57 x 7] intentionally omitted <==

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

SAMRUDDHI
----- End of picture text -----

NOTICE TO MEMBERS

Notice is hereby given that the FORTY SEVENTH ANNUAL GENERAL MEETING of the Members of M.P. AGRO INDUSTRIES LIMITED will be held on Tuesday, the 26[th ] September, 2023 at 03:00 p.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS:

1. Adoption Of Audited Standalone Financial Statements:

To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2023 and the Reports of the Board of Directors and the Auditors thereon.

2. Appointment of a Director:

To appoint a Director in the place of Mrs. Shamim Sheikh (DIN: 02528327), who retires by rotation and, being eligible, seeks re-appointment.

3. Appointment of Auditors:

To consider and if though fit to pass, with or without modification(s) following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 139, 142, and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, including any amendment, modification, or variation thereof, M/s VCA & Associates, Chartered Accountants, (Firm Registration. No. 114414W) be and is hereby appointed as the Statutory Auditors of the Company, for the term of five consecutive years, to hold office from the conclusion of this Annual General Meeting till the conclusion of the 52[nd] Annual General Meeting of the company to be held in the year 2028, at such remuneration plus reimbursement of out-of-pocket expenses, as may be mutually agreed to between the Board of Directors and the Auditors.”

“RESOLVED FURTHER THAT the Board of Directors (which term includes a duly constituted Committee of the Board of Directors) be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient for giving effect to this Resolution and / or otherwise considered by them to be in the best interest of the Company.”

SPECIAL BUSINESS:

4. To consider Re - appointment of Mr. Yunus R. Memon (DIN 01094396) as Managing Director of the Company:

To consider and if though fit to pass, with or without modification(s) following Resolution as an “ ORDINARY RESOLUTION” :

“RESOLVED THAT in accordance with the provisions of section 203, 197 and all other applicable provisions, if any, of the Companies Act, 2013 and subject to the limits specified in schedule V to the said act, the Company hereby approves the re-appointment and payment of remuneration to Mr. Yunus R. Memon as Managing Director of the company from 1[st] June, 2024 to 31[st] May, 2027 on the remuneration and terms and conditions as set out in the agreement to be entered into between the

Company and the appointee, and a draft of which is placed before this meeting and the remuneration as set out in the explanatory statement (which covers main points of agreement) forming part of this notice is hereby specifically sanctioned and approved with liberty to the Board of Directors to alter and vary the terms and conditions of the said re-appointment so as not to exceed the limits specified in Schedule V to the Companies Act, 2013 without any further reference to the company in General Meeting and as may be agreed to between the Board and the appointee.

“FURTHER RESOLVED THAT in the event of no profits or inadequacy of profits the remuneration payable to the appointee as Managing Director of the Company by way of salary and perquisites shall not exceed the limits specified in section II of part II of schedule V.”

“FURTHER RESOLVED THAT the Board of Directors of the company be and is hereby authorised to take such steps as may be necessary to give effect to this resolution.”

5. To Consider appointment of Ms. Deepali Pawar as an Independent Director of the Company: To consider and if though fit to pass, with or without modification(s) following Resolution as “ SPECIAL RESOLUTION” :

“RESOLVED THAT pursuant to Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as “the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or enactment(s) thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Ms. Deepali Pawar (DIN 10277680), who was appointed as an Additional Director in the capacity of Independent Director of the Company effective from 14[th] August, 2023, and who holds office up to the date of ensuing Annual General Meeting of the company in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act, proposing her candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company for a term of 5 (Five) years with effect from 14[th] August, 2023 up to 13[th] August, 2028 and the term shall not be subject to retirement by rotation”

“RESOLVED FURTHER THAT the Board or any Committee thereof, be and is hereby authorized to do all such things, deeds, matters and acts, as may be required to give effect to this resolution and to do all things incidental and ancillary thereto. ”

Place: Vadodara Date: 14.08.2023

By Order of the Board, Sd/Ishita Kapure Company Secretary

NOTES

1. Ministry of Corporate Affairs (“MCA”) has vide its circulars dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 8, 2021, December 14, 2021, May 5, 2022, December 28, 2022 and the SEBI vide its circulars dated May 12, 2020, January 15, 2021, May 13, 2022 and January 5, 2023 (collectively referred to as “Applicable Circulars”) permitted holding of the Annual General Meeting through VC/OAVM, without the physical presence of the Members at a common venue till September 30, 2023.

2. In compliance with the applicable provisions of the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) read with the Applicable Circulars, the Company has decided to convene the 47[th] AGM through video conferencing (VC) or other audio visual means (OAVM) and the Members can attend and participate in 47[th] AGM through VC/ OAVM through log in credentials provided to them for the same. The deemed venue for 47[th] AGM shall be the Registered Office of the Company, i.e., 924, 9[th] Floor, Fortune Tower, Sayajigunj, Vadodara – 390020

3. Since the AGM will be held through VC/OAVM Facility, the Route Map is not annexed in this Notice.

4. Your Company has appointed Central Depository Services (India) Limited (CDSL) to provide facility for voting through remote e-Voting, e-Voting during e-AGM and for participation in 47[th] AGM through VC/OAVM Facility.

5. Pursuant to the provisions of Section 91 of the Act read with Rule 10 of the Companies (Management and Administration) Rules, 2014 and Regulation 42 of the Listing Regulations, the Register of Members and the Share Transfer Books will remain closed from Wednesday, September 20, 2023 to Tuesday, September 26, 2023 (both days inclusive).

6. Pursuant to Section 101 and Section 136 of the Act read with the relevant Rules made thereunder, to support the “Green Initiative” announced by the Government of India; read with Applicable Circulars, the Annual Report 2022-23 including Notice of AGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. It is accordingly requested that those members who have not yet registered their email addresses are requested to get their email addresses registered by following the procedure given below:

7. Procedure for Registration of email and Mobile (for securities in physical mode):

8. Physical shareholders are hereby notified that based on SEBI Circular number: SEBI/HO/MIRSD/MIRSDPoD1/P/CIR/2023/37, dated March 16th, 2023, all holders of physical securities in listed companies shall register the postal address with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register e-mail ID. Holder can register/update the contact details through submitting the requisite ISR 1 form along with the supporting documents.

ISR 1 Form can be obtained by following the link: https://web.linkintime.co.in/KYC-downloads.html or from the website of the Company at http://www.mpagroindustries.in/furnishing-of-pan--kyc-details-andnomination-by-holders-of-physical-securities.html

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

• a) Through ‘In Person Verification’ (IPV): the authorized person of the RTA shall verify the original documents furnished by the investor and retain copy (ies) with IPV stamping with date and initials; or b) Through hard copies which are self-attested, which can be shared on the address as mentioned Link Intime India Pvt. Ltd., B-102 & B-103, Shangrila Complex, First Floor, Opp: HDFC Bank, Near Radhakrisna Char Rasta, Akota, Vadodara - 390 020 (Gujarat) India.

• c) Through electronic mode with e-sign by following the link: https://web.linkintime.co.in/KYC/index.html For more information on updating the email and Mobile details for securities held in electronic mode, please reach out to the respective DP(s), where the DEMAT a/c is being held.

• Further, the Annual Report 2022-23 including Notice of 47[th] AGM will be available on the Company’s corporate website at www.mpagroindustries.in. The same can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and on the website of CDSL at www.evotingindia.com

However, the Shareholders of the Company may request physical copy of the Annual Report (inclusive of AGM Notice) from the Company by sending a request at mpagroindustries@gmail.com, in case they wish to obtain the same.

1. Pursuant to Section 105 of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf, who may or may not be a Member of the Company. In terms of the Applicable Circulars, since the physical attendance of Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by Members under Section 105 of the Act will not be available for the 47[th] AGM, and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

2. However, in pursuance of Section 112 and Section 113 of the Act, Institutional / Corporate Shareholders (i.e., other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM on its behalf and to vote either through remote e-Voting or during the AGM. The said Resolution/Authorization should be sent electronically through their registered email address to the Scrutinizer at jjgandhics@gmail.com with a copy marked to mpagroindustries@gmail.com

3. Members can attend the meeting through log in credentials provided to them to connect to Video Conferencing. Physical attendance of the Members at the Meeting venue is not required.

4. The Members can join e-AGM 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

5. As per the Applicable Circulars up to 1,000 Members will be able to join AGM on a first-come-first served basis. However, the large shareholders (i.e., shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. can attend AGM without any restriction on account of first-come-first- served principle.

6. Member’s log-in to the Video Conferencing platform using the remote e-Voting credentials shall be considered for record of attendance of such member for AGM and such Member attending the Meeting will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

7. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at mpagroindustries@gmail.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

8. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

9. In continuation of this Ministry’s General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13,2021.

10. The relevant documents referred to in this Notice are available for inspection by the Members through electronic mode. The Members may write to the Company at mpagroindustries@gmail.com in that regard, by mentioning “Request for Inspection” in the subject of the Email.

11. The Register of Directors and Key Managerial Personnel and their shareholdings, maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Act and the Certificate from Auditors of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, will also be made available for inspection by the Members on request made as above.

12. The 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 DPs with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company or to RTA i.e. Link Intime India Pvt. Ltd.

13. In case a holder of physical securities fails to furnish PAN and KYC details before October 1, 2023 or link their PAN with Aadhaar before June 30, 2023, in accordance with the SEBI circular dated March 16, 2023, RTA is obligated to freeze such folios. The securities in the frozen folios shall be eligible to receive payments (including dividend) and lodge grievances only after furnishing the complete documents. If the

securities continue to remain frozen as on December 31, 2025, the RTA / the Company shall refer such securities to the administering authority under the Benami Transactions (Prohibitions) Act, 1988, and / or the Prevention of Money Laundering Act, 2002.

1. Members may note that, as mandated by SEBI, request for effecting transfer of securities held in physical mode is prohibited effective April 01, 2019, unless the securities are held in dematerialized form. Transmission or transposition of securities held in physical or dematerialised form shall be affected only in dematerialised form. In this regard, Members are requested to dematerialize their shares held in physical form, at the earliest possible.

2. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company’s RTA, the details of such folios together with the share certificates along with the requisite KYC documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form.

3. Pursuant to Section 72 of the Act read with the Rules made thereunder, Members holding shares in single name may avail the facility of nomination in respect of shares held by them. Members holding shares in physical form may avail this facility by sending a nomination in the prescribed Form No. SH-13 to RTA i.e. Link Intime India Pvt. Ltd. Members holding shares in electronic form may contact their respective DPs for availing this facility. The Nomination form can be downloaded from the Company’s website at http://www.mpagroindustries.in/furnishing-of-pan--kyc-details-and-nomination-by-holders-of-physicalsecurities.html or Link Intime India Pvt. Ltd.’s website at https://web.linkintime.co.in/KYC-downloads.html

4. The company has designated an email id called “ mpagroindustries@gmail.com ” for Redressal of Shareholder/investor’ Complaint/Grievance. Hence, please write to us at “ mpagroindustries@gmail.com ”.

5. Any person, who acquires shares of the Company and become member of the Company after the notice dispatch date and holds shares as of the cut-off date i.e. 19[th] September, 2023 and whose PAN is not updated nor received the intimation of sequence number, may obtain the login ID and sequence number by sending a request to M/s. Link Intime India Pvt. Limited.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOININGMEETING THROUGH VC/OAVMARE AS UNDER:

• (i) The voting period begins on Saturday, 23[th] September, 2023 at 09:00 (IST) AM and ends on Monday, 25[th] September, 2023 at 05:00 PM. (IST) During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Tuesday, 19[th] September, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.

Pursuant to above said SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

==> picture [475 x 551] intentionally omitted <==

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

Type of Login Method
shareholders
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
Individual any further authentication. The URL for users to login to Easi / Easiest are
Shareholders https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on
holding Login icon and select New System Myeasi.
securities in 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for
Demat mode eligible companies where the e-voting is in progress as per the information provided by
with CDSL company. On clicking the e-voting 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 i.e.
CDSL/NSDL/KARVY/LINKINTIME, 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
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from e-Voting link available on www.cdslindia.com home page.
The system will authenticate the user by sending OTP on registered Mobile & Email as
recorded in the Demat Account. After successful authentication, user will be able to
see the e-Voting option where the e-voting is in progress and also able to directly
access the system of all e-Voting Service Providers.
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website
of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com
Individual either on a Personal Computer or on a mobile. Once the home page of e-Services is
Shareholders launched, click on the “Beneficial Owner” icon under “Login” which is available under
holding ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and
securities in Password. After successful authentication, you will be able to see e-Voting services.
demat mode Click on “Access to e-Voting” under e-Voting services and you will be able to see e-
with NSDL Voting page. Click on company name or e-Voting service provider name and you will be
re-directed to e-Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
2) If the user is 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/IdeasDirectReg.jsp
3) 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 e-Voting service provider name and you will be
----- End of picture text -----

==> picture [475 x 27] intentionally omitted <==

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

redirected to e-Voting service provider website for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting
----- End of picture text -----

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. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website 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 above mentioned website.

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

login through Depository i.e. CDSL and NSDL
Login type		Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL		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
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) 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. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

	For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

• (vi) After entering these details appropriately, click on “SUBMIT” tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ 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 voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (ix) Click on the EVSN for the relevant M. P. Agro Industries Limited on which you choose to vote.

• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation 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.

• (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page. (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvi) Facility for Non – Individual Shareholders and Custodians –Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After 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.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; mpagroindustries@gmail.com , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

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

6. 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.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast ten days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance ten days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

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

9. Only those shareholders, who are present in the AGM 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 available during the AGM.

10. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL / MOBILE NO. ARE NOT REGISTERED WITH THE

COMPANY/DEPOSITORIES

1. For Physical shareholders- Please provide necessary details like 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 Company/RTA email id .

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

Other Information:

The Board of Directors of the Company has appointed Mr. J. J. Gandhi, Proprietor of M/s. J. J. Gandhi & Co., Practicing Company Secretaries, Vadodara, as the Scrutinizer to scrutinize the voting including remote e-Voting process in a fair and transparent manner, and he has communicated his willingness for appointment and availability for this purpose.

The Scrutinizer shall, immediately after the conclusion of voting at the meeting, first count the votes cast vide e- Voting at the AGM and thereafter, unblock the votes cast through remote e-Voting in the presence of at least two witnesses not in the employment of the Company, and make a consolidated Scrutinizer’s report of the total votes cast in favor or against, if any, and submit the same to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of voting forthwith.

Once declared, the Results along with the consolidated Scrutinizer’s report will be placed on the Company’s website at http://www.mpagroindustries.in and website of CDSL at www.evotingindia.com

The Company shall forward the results to BSE Limited, where the shares of the Company are listed, as also displayed in the Notice Board at the Registered Office of the Company, within 2 working days from the conclusion of the meeting. The Results on resolutions shall be declared not later than 2 working days from the conclusion of the meeting of the Company and subject to the receipt of requisite number of votes, the resolutions shall be deemed to be passed on the meeting date i.e., Tuesday, September 26, 2023.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

Place: Vadodara Date: 14.08.2023

By Order of the Board, Sd/Ishita Kapure Company Secretary

Explanatory Statement

Pursuant to Section 102 of the Companies Act, 2013

Item No. 4

The Board of Directors of the Company at its meeting held on 14[th] August, 2023 has re-appointed Mr. Yunus R. Memon (DIN 01094396) as Managing Director of the Company for the period of three years i.e. from 1[st] June, 2024 to 31st May, 2027.

The remuneration and terms and conditions of the said appointment was approved by the meeting of Board of Directors held on 14[th] August, 2023. The terms and conditions and remuneration are within the ceiling of Schedule V to the Companies Act, 2013 which requires the approval of the members by way of passing ordinary resolution in the Annual General Meeting. Hence, this Ordinary Resolution is recommended by Board for your approval.

The agreement to be entered into between the Company and the appointee, after approval of the shareholders, inter alia, contains the following particular terms and conditions;

Period of Agreement: Three years from 1[st] June, 2024 to 31[st] May, 2027.

Salary: Rs. 16,700 (Rupees Sixteen Thousand Seven Hundred only) per month with increments every year with mutual understanding of the Board and the Managing Director.

PERQUISITES: No Perquisites shall be allowed in addition to salary

Other terms and conditions

1. The total payment of remuneration to the Managing Director is subject to the overall ceiling laid down in schedule V to the companies Act, 2013 and in no case it shall exceed the ceiling prescribed.

2. The remuneration and terms and conditions of this appointment of Managing Director may be varied from time to time subject to the conditions of Schedule V to the Companies Act, 2013, as may be agreed to between the Board and the appointee.

3. If at any time the Managing Director ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the Managing Director and this agreement shall terminate forthwith.

4. The Managing Director is appointed by virtue of his Directorship in the Company and his appointment is subject to the provisions of Section 167 of the Companies Act, 2013.

5. This agreement may be terminated by either party, by giving to the other party, three months' notice.

6. The appointee shall also be entitled to reimbursement of expenses actually and properly incurred by him for the business of the Company.

7. The appointee shall not be liable to retire by rotation at the Annual General Meeting so long as he continues to hold this office.

8. The appointee shall not be entitled to sitting fees for attending meeting of the Board of Directors or committees thereof.

None of the Directors of the company are concerned or interested in the said resolution since they are related to the appointee. None of the other Directors of the Company is in any way, concerned or interested in the said resolution.

The draft of the Agreement to be entered into between the Company and the appointee is available for inspection of the members at the Registered Office of the Company on any working day up to the date of this meeting.

This may be treated as an abstract of the agreement proposed to be entered into between the Company and the appointee pursuant to Section 190 of the Companies Act, 2013.

The Board recommends this resolution for approval of the shareholders.

Item No. 5

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on August 14, 2023, appointed Ms. Deepali Pawar as an Additional Director of the Company with effect from August 14, 2023. In terms of section 161 of the Act, Ms. Deepali Pawar holds office as an Additional Director up to the date of the ensuing AGM. Ms. Deepali Pawar is proposed to be appointed as Independent Director on the recommendation of Nomination and Remuneration Committee therefore the requirement of deposit of the amount pursuant to section 160 of the Act is not applied to. In terms of section 149 and any other applicable provisions of the Act, Ms. Deepali Pawar is proposed to be appointed as an Independent Director to hold office for a term of five years up to August 13, 2028, with effect from August 14, 2023, not liable to retire by rotation.

Brief Profile of Ms. Deepali Pawar

Ms. Deepali Pawar has obtained a graduate degree in Science. She joined the Board of Directors as Independent Director of the Company on August 14, 2023 in terms of section 149 and other applicable provisions of the Act, Ms. Deepali Pawar was appointed as an Additional Director.

The Board is of the opinion that Ms. Deepali Pawar fulfills the conditions specified in the Act and the Rules made there under to be eligible to be appointed as an Independent Director of the Company pursuant to the provisions of section 149 of the Act and relevant provisions of SEBI Listing Regulations.

The Board is also of the opinion that Ms. Deepali Pawar is independent of the management of the Company and his association would be of immense benefit to the Company and hence, it is recommended to avail the services of Ms. Deepali Pawar as an Independent Director of the Company. A copy of the draft letter of appointment of Ms. Deepali Pawar as an Independent Director setting out the terms and conditions will be available for inspection without any fees at the registered office of the Company on all the working days, except Saturdays, Sundays and public holidays, between 11:00 a.m. and 1:00 p.m. upto the date of the AGM.

Except Ms. Deepali Pawar, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, in the resolution set out at Item No. 5.

The Board recommends the resolution at Item No. 5 for approval of the shareholders of the Company.

Place: Vadodara Date: 14[th] August, 2023

By Order of the Board, Sd/Ishita kapure Company Secretary

DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT OR VARIATION IN TERMS OF REMUNERATION AT THE ENSUING ANNUAL GENERAL MEETING

(Pursuant to Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings)

==> picture [480 x 556] intentionally omitted <==

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

Name of the Director Mrs. Shamim Sheikh Mr. Yunus Memon Ms. Deepali Pawar
DIN 02528327 01094396 10277680
Item No. 2 4 5
Date of Birth April 05, 1971 February 02, 1973 September 28, 1995
Date of first appointment March 02, 2017 August 01, 2004 August 14, 2023
on Board
Qualifications and Mrs. Shamim Sheikh is Mr. Yunus Memon is Ms. Deepali Pawar
Expertise daughter of our Late Promoter having Rich experience in has obtained a
Director Mr. Abdul Razak marketing, administration, graduate degree in
Dhanani. She is graduated in and management Science. She is
Commerce and having professional with
experience in the field of teaching skills and
finance and service industry in has rich experience of
association with Sayaji Hotels counseling,
Ltd. She was associated as administration, and
Director in Welterman management
International Limited and has
also served as member of
Nomination and Remuneration
Committee of the company.
Details of remuneration Details of remuneration is Details of remuneration is Sitting fees to be paid
last drawn / proposed (FY provided in Annual Report in provided in Annual Report for attaining
2022-2023) form MGT 7 for the FY 2022-23 in form MGT 7 for the FY meetings of Board of
2022-23 Director
Directorships held in other 1. Liberty Fertilizers Limited 1. Liberty Fertilizers NIL
public companies 2. Liberty Construction and Limited
Leasing Limited 2. Liberty Construction
3. Bhavnagar agro industries and Leasing Limited
Limited 3. Bhavnagar agro
4. Bharat Equity Services industries Limited
Limited 4. Bharat Equity Services
5. Sayaji Airways Limited Limited
6. Monalisa Software Exports 5. Sayaji Airways Limited
Limited 6. Monalisa Software
Exports Limited
Memberships/ None None None
Chairmanships of
Committees in other
public Companies.
Relation with other Mrs. Shamim Sheikh is sister of Not related to any of the Not related to any of
Directors & Key Mrs. Rafiqunnisa Merchant, Directors, Managers and the Directors,
Managerial Personnel Director of our Company KMP. Managers and KMP.
(KMP) of the Company.
No of shares held in the 130,000 (one Lakhs Thirty NIL NIL
Company Thousand Equity Shares)
----- End of picture text -----

Note: For other details such as number of meetings of the board attended during the year, in respect of above Directors, please refer Directors’ Report which is part of this Annual Report.