The Board of Directors is pleased to present the Company’s 13 th Annual Report together with the
Audited Statement of Accounts for the year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS:

(Rupees in Lakhs)

2. COMPANY'S PERFORMANCE

During the year ended 31st March 2025, Operational Revenue including other income was Rs. 26818.26
Lakhs, Profit Before Tax was Rs. 1145.10 Lakhs as against Operational Revenue of Rs. 24601.77 Lakhs
and Profit Before Tax of Rs. 1546.97 Lakhs during the previous year ended 31^st March 2024. Net Profit
for the financial year ended March 31, 2025 was Rs. 838.61 Lakhs as against Rs. 1120.78 Lakhs in previous
year.

A detailed analysis on the operations of the Company during the year under review and outlook for the
current year is included in the Management Discussion and Analysis Report forming an integral part of
this Annual Report.

There has been no change in the nature of the business of the Company during Financial Year 2024-25.

3. SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 40,00,00,000/- (Rupees Forty Crores Only). The Paid
up Equity Share Capital of the Company is Rs. 37,53,72,000/- divided into 37,53,72,000 Equity Shares of
Re. 1/- each.

During the period under review, there was no change in the share capital of the Company.

4. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Your Company has in place the Dividend Distribution Policy for the purpose of declaration and payment
of dividend in accordance with the provisions of the Companies Act, 2013 (the “Act”) and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the
“Listing Regulations”). Dividend Distribution Policy is available at the website of the Company at
https://www.mkproteins.in/company-policy.html

Your Directors have not recommended dividend for the financial year ended March 31, 2025.

5. RESERVES

The Board has decided not to transfer any amount to the General Reserve during the year under review.
Surplus of Rs. 838.61 Lakhs is to be retained in Profit & Loss Account.

6. SUBSIDIARY AND ASSOCIATES ENTITIES:

As on March 31, 2025, your Company has no Subsidiary Company, Associate or Joint Venture.

7. BOARD OF DIRECTORS

As on 31^st March 2025, the Board consists of Mr. Parmod Kumar as Managing Director, Mr. Vinod Kumar
as Whole-Time Director, Mr. Parvind Kumar and Mr. Raj Kumar are Non-executive Non-Independent
Directors. Mr. Tej Mohan Singh, Mrs. Laxmi Mandal, Mrs. Shipra Jain and Mrs. Swati Gupta were
Independent Directors of the Company.

Changes in Directors between the End of Financial Year and Date of the Board Report: Ms. Swati
Gupta (DIN: 09652245) resigned from the post of Independent Director of the Company with effect from
13^th August, 2025. The Company had received confirmation from Ms. Swati Gupta (DIN: 09652245) that
there are no material reasons for her resignation other than those, mentioned in her resignation letter
dated 13 ^th August, 2025.

Directors proposed to be appointed / re- appointed at the ensuing Annual General Meeting:

In accordance with the provisions of Section 152 of the Companies Act, 2013 ('the Act'), and the
Company's Articles of Association, Mr. Parvind Kumar retires by rotation and being eligible has offered
himself for re-appointment.

On the recommendation of the Nomination and Remuneration Committee, in accordance with the
provisions of Section 161 of the Companies Act, 2013, (the Act), read with the Articles of Association of
the Company, the Board of Directors of the Company appointed Mr. Deepak Khetarpal (DIN: 00732804)
as an Additional Independent Director with effect from 23^rd August 2025. Further on the
recommendations given by the Nomination and Remuneration Committee and subject to approval of the
shareholder in ensuing Annual General Meeting the Board of Director in its meeting held on 23^rd August
2025 proposed to appoint Mr. Deepak Khetarpal (DIN: 00732804) as an Independent Director of the
Company, for first term of five (5) consecutive years with effect from 23^rd August 2025 and he shall not
be liable to retire by rotation in accordance with the provisions of the Companies Act, 2013.

8. INDEPENDENT DIRECTORS

As on 31^st March 2025, Mr. Tej Mohan Singh, Mrs. Laxmi Mandal, Mrs. Shipra Jain and Mrs. Swati Gupta
were Independent Directors of the Company.

Ms. Swati Gupta resigned on 13^th August 2025 and Mr. Deepak Khetarpal was appointed as Independent
Director on 23^rd August 2025.

The Company has received declaration of Independence from all the Independent Directors as required
under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence
under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1) (b) of SEBI (LODR)
Regulations, 2015. In the opinion of the Board, the Independent Directors fulfil the said conditions of
Independence. The Independent Directors have also confirmed that they have complied with the
Company’s Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the

Board has identified core skills, expertise and competencies of the Directors in the context of the
Company’s business for effective functioning, which are detailed in the Corporate Governance Report.

In the opinion of the Board, Independent Directors possess the requisite integrity, experience, expertise,
proficiency and qualifications.

9. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, Board Committee
and individual Directors pursuant to provision of the Act and the corporate governance requirement as
prescribed by the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirement)
Regulation, 2015.The performance of the board was evaluated by the board after taking inputs from all
the Directors on the basis of criteria such as the Board Composition and structure, effectiveness of board
process, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued
by the Securities and Exchange Board of India.

A structured questionnaire was prepared after taking into consideration various aspects of Board’s
functioning like composition of the Board and its Committees, Board culture, performance of specific
duties and obligations keeping in view applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015. The evaluation process includes
various aspects to determine the performance of Directors of the Company. The basis for this evaluation
include fulfillment of independence criteria, qualifications, knowledge, level of engagement and
contribution, skills and experience in the respective fields, honesty, integrity, ethical behavior and
leadership, independence of judgment, attendance at the meetings, understanding the business,
regulatory, competitive and social environment, understanding strategic issues and challenges etc. The
Board of Directors expressed their satisfaction over the evaluation process.

In a separate meeting of Independent Directors which was held on March 15, 2025, performance of non¬
independent and the board as whole was evaluated, taking into account the views of executive directors
and non-executive directors. Performance evaluation of Independent Director was done by the entire
board, excluding the independent director being evaluated.

10. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board, to the best of their knowledge, hereby
confirm that:

(i) In the preparation of Annual Accounts and Financial Statements for the year ended March 31,
2025, the applicable accounting standards have been followed along with proper explanations
relating to material departures, if any;

(ii) The Directors had selected such accounting policies and applied them consistently and made
judgment and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the profit and loss of
the company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provision of this act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors had prepared the Annual Accounts on a Going Concern Basis.

(v) The Directors have laid down internal financial control to be followed by the company and
that such internal financial control is adequate and were operating effectively.

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

11. MEETINGS OF BOARD OF DIRECTORS

The Board met 7 (Seven) times during the year. The details about the board meeting and the attendance
of the directors are provided in Corporate Governance Report.

12. BOARD COMMITTEES

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has constituted various Committees of Board
such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee
and Risk Management Committee.

The details of composition and terms of reference of these Committees are mentioned in the Corporate
Governance Report.

13. BOARD DIVERSITY

The Board recognizes the importance of a diverse composition and has adopted a “Board Diversity Policy”
which sets out the approach to diversity.

14. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the Company has 4 (Four) Key Managerial Personnel
viz. Mr. Parmod Kumar, Managing Director, Mr. Vinod Kumar, Whole Time Director, Ms. Neha Aggarwal
as Company Secretary & Compliance Officer, Mr. Vinod Kumar as Chief Financial Officer of the Company.

15. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 the Annual Return of the Company for the
Financial Year ended 31 March, 2025 in Form MGT-7 is uploaded on the website of the Company and can
be accessed at www.mkproteins.in.

16. STATUTORY AUDITOR

M/s. KRA & Co., Chartered Accountants (FRN: 020266N), were appointed statutory auditor of the Company
by the members at the 12^th Annual General Meeting held on September 30, 2024 for 5 (Five) year from
the conclusion 12^th AGM till the conclusion of 17^th AGM to be held in calendar year 2029, on a
remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

M/s. KRA & Co., Chartered Accountants (FRN: 020266N), resigned from the office of Statutory Auditor vide
their letter dated August 5, 2025, before completion of their term. Their resignation has caused a casual
vacancy in the office of Statutory Auditors as envisaged by section 139(8) of the Companies Act, 2013 and
casual vacancy so caused by the resignation of auditors can only be filled up by the Company after taking
consent of the members.

Accordingly, the Board at its meeting held on August 12, 2025, on recommendations of Audit Committee
had appointed M/s. Subhash Sajal & Associates, Chartered Accountants (FRN: 018178N) to fill up the
causal vacancy created on account of resignation by M/s. KRA & Co., Chartered Accountants (FRN:
020266N), subject to approval by the shareholders at the ensuing Annual General Meeting.

Further, The Board of Directors of the Company at its meeting held on August 12, 2025, on
recommendations of Audit Committee have also appointed M/s. Subhash Sajal & Associates, Chartered
Accountants (FRN: 018178N) subject to approval of shareholders at ensuing Annual General Meeting, to
hold office from the conclusion of 13 ^th Annual General Meeting till the conclusion of 18^th Annual General
Meeting.

Your Company has received a letter from M/s. Subhash Sajal & Associates, Chartered Accountants
(communicating their eligibility and consent to accept the office, if appointed, to act as a Statutory Auditor
of the Company in place of M/s. KRA & Co, Chartered Accountants with a confirmation that, their
appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

The Statutory Auditors’ Report issued by M/s. KRA & Co., Chartered Accountants (FRN: 020266N), forms
part of the Annual Report. There is no audit qualification, reservation, or adverse remark for the year
under review.

17. SECRETARIAL AUDITORS

In terms of section 204 of the Act read with Regulation 24A(1) of SEBI (LODR) Regulations, and based on
the recommendation of the Audit Committee, the Board of Directors have approved and recommends the
appointment of M/s. J P Jagdev & Co., (M. No. F2469, C.P. No. 2056) a peer reviewed Sole Proprietorship
firm of Practicing Company Secretaries as the Secretarial Auditors of the Company at the ensuing AGM for
a term of 5 (five) consecutive years commencing from the conclusion of this 13^th (Thirteenth) Annual
General Meeting until the conclusion of 18th (Eighteenth) Annual General Meeting to be held in the year
2030.

The Secretarial audit report for the financial year ended March 31, 2025 is annexed to this Report as
Annexure-2 which is self-explanatory.

18. COST AUDITORS

M/s K. K. Sinha & Associates, Cost Accountants (Firm Regn. No. 100279), were the Cost Auditors of the
Company for FY 2024-25.

Based on the recommendation of the Audit Committee, of M/s K. K. Sinha & Associates, Cost Accountants
(Firm Regn. No. 100279), being eligible, have also been appointed by the Board as the Cost Auditors for
FY 2025-26 subject to Members’ approval. The Company has received a letter from them to the effect that
their re-appointment would be within the limits prescribed under Section 141(3)(g) of the Companies
Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141
of the Companies Act, 2013. The remuneration to be paid to of M/s K. K. Sinha & Associates, for FY 2025¬
26 is subject to ratification of the shareholders at the ensuing AGM.

Cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the
Companies Act, 2013 are made and maintained by the Company.

19. INDUSTRIAL RELATIONS

The industrial relations remained cordial during the year under review.

20. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards on meetings of Board of Directors and on General
Meeting issued by the Institute of Company Secretaries of India in terms of Section 118 (10) of the
Companies Act, 2013.

21. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of
Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays
down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non¬
executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior
Management and other employees. The policy also provides the criteria for determining qualifications,
positive attributes and Independence of Director and criteria for appointment of Key Managerial
Personnel / Senior Management and performance evaluation which are considered by the Nomination
and Remuneration Committee and the Board of Directors while making selection of the candidates. The
details of this policy are available on the website of the Company at mkproteins.in.

22. INTERNAL FINANCIAL CONTROL

The Company has put in place adequate policies and procedures to ensure that system of Internal
Financial Control is commensurate with the size and nature of the Company’s business. The evaluation of
these internal financial controls were done through internal audit process, established within the
Company and through appointing professional firm to carry out such tests by way of systematic internal
audit program. Based on the review of the reported evaluations, the directors confirms that the financial
statement for the year ended March 31, 2025, are in accordance with the applicable accounting standards.

23. RISK MANAGEMENT

The Company has established a robust Risk Management system to identify & assess the key risks and
ensure smooth and efficient operations of the business. Your company is well aware of these risks and
challenges and has put in place mechanism to ensure that they are managed and mitigate with adequate
timely actions. The audit committee reviews business risk area covering operational, financial, strategic
and regulatory risks.

24. AUDIT TRAIL

The Company has used accounting software for maintaining its books of account for the financial year
ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same operated
throughout the year for all relevant transactions recorded in the software. Further, there were no
instances of audit trail feature being tampered with.

25. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unclaimed dividend lying in terms of section 125(2) of the Companies Act, 2013 and
accordingly the provisions of said section do not apply.

26. RELATED PARTY TRANSACTIONS

The Company has complied with the provisions of sectionn188(1) of the Act in dealing with related party
transactions. The information on transactions with related parties pursuant to section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is annexed
as Annexure - I. Reference is also made to note no. 36 of the Standalone Financial Statements.

27. PARTICULARS OF EMPLOYEE

During the year under review, your Company has not employed any person who was in receipt of
remuneration in excess of the limits specified under Section 197 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details required as per Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in the Corporate Governance Report.

However pursuant to provision of section 136(1) of the Act, this report is being sent to the shareholders
excluding the information required as per Rule 5 (2) and 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the said
information, may write to the Company Secretary at the Registered Office/ Corporate Office of the
Company and the said information is open for inspection at the Registered Office of the Company.

28. HUMAN RESOURCES

Your Company considers Great Brand and Great People as its biggest asset. The Company is continued to
organize various inbound and outbound training programs, recreation and team building activities to
enhance employee skills and motivation. Company also conducted various workshops and events for
grooming and upgrading vocational skills of the talent pool in order to meet future talent requirements.

29. DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act
during FY25 and as such, no amount on account of principal or interest on deposits from the public was
outstanding as on the date of the balance sheet.

30. CORPORATE SOCIAL RESPONSIBILITY

In accordance with section 135 of the Companies Act, 2013, the provisions related to Corporate Social
Responsibility (CSR) is are applicable to the company during the year under review. The details of CSR
expenditure are mentioned in Annexure -5.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

The Company has not given loan to any company during the year. The company has not given any loan
and advances in the nature of loans or stood guarantee, or provided security to any other entity during
the year.

32. PREVENTION OF SEXUAL HARASSMENT POLICY

Considering gender equality, the Company has zero tolerance for sexual harassment at workplace. The
Company has an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of
woman at workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints
Committee (ICC) has been set up to redress complaint receive regarding sexual harassment. In Financial
Year 2024-25, there were no complaints were received from any of the employee.

In compliance with the General Circular No. G.S.R. 357(E) dated May 30, 2025 issued by the Ministry of
Corporate Affairs, the details of the complaints received during the Financial Year 2024-25 by the
Company are as follows:

i. Number of Complaints received during the financial year - NIL

ii. Number of complaints resolved/disposed of during the financial year- NIL

iii. Number of cases pending resolution for more than 90 days - NIL

33. WHISTLE BLOWER/ VIGIL MECHANISM

The Company has established a Vigil Mechanism and adopted a whistle blower policy for its Directors
and employees, to report concern about unethical behavior, actual or suspected fraud or violation of the
Company’s code of conduct or ethics policy. The mechanism provides adequate safeguards against
victimization of persons who use this mechanism. During the financial year 2024-25 no cases under this
mechanism were reported to the Company.

34. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 forms an integral part of this report and is annexed as Annexure-3.

A certificate from Mr. Jai Prakash Jagdev, Practicing Company Secretary regarding compliance on
conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report
on Corporate Governance.

35. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Annual Secretarial Compliance Report for Financial Year 2024- 25 for all applicable compliance as
per SEBI Regulations and Circulars/ Guidelines issued thereunder has been duly obtained by the
Company. The Annual Secretarial Compliance Report issued by Mr. Jai Prakash Jagdev, Practicing
Company Secretary, has been submitted to the Stock Exchanges within 60 days of the end of the financial
year.

36. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015 is Annexed as
Annexure-4.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND
OUTGO

A. Conservation of Energy:

The Company has initiated to take adequate measures for conservation of energy. The Company shall
explore alternative source of energy as and when the necessity arises.

B. Technology Absorption:

The Company continues to use the latest technologies for improving the productivity and quality of its
services and products.

C. Foreign Exchange Earnings and Outgo:

38. MATERIAL CHANGES AND COMMITMENTS

There were no other material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year of the Company to which the financial
statements relates and the date of the Report.

39. SIGNIFICANT AND MATERIAL CHANGES / ORDERS PASSED BY THE REGULATORS OR COURTS
AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going
concern status and Company’s operations in future.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE¬
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF -

The company has not made any such valuation during Financial Year 2024-25.

41. FRAUD

The Company did not note or encountered any incidence or indication for existence of fraudulent
activities in Company during the financial year 01/04/2024 to 31/03/2025.

42. COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended,
including ensuring appropriate leave, benefits, and workplace facilities for women employees in
accordance with applicable laws.

43. ACKNOWLEDGMENT

The Board of Directors expresses their thanks to the Company’s customers, shareholders, vendors and
bankers for their support to the company during the year. We also express our sincere appreciation for
the contribution made by our employees at all levels. Our consistent growth was made possible by their
Hard work, cooperation and support.

Your Directors would like to make a special mention of the support extended by the various departments
of the Central and State Governments, the Direct and Indirect tax authorities, the Ministry of Commerce,
the Reserve Bank of India, Ministry of Corporate Affairs/Registrar of Companies, SEBI, the Stock
Exchanges and others and look forward to their support in all future endeavours.

For and on behalf of the Board of Directors

Sd/- Sd/-

Parmod Kumar Vinod Kumar

Date: 23.08.2025 Managing Director Whole-time Director

Place: Ambala DIN: 00126965 DIN: 00150507