M K Proteins Ltd Directors Report

Dear Members,

The Board of Directors is pleased to present the Companys 14 th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2026.

1. FINANCIAL HIGHLIGHTS:

(Rupees in Lakhs)

Particulars	For the year ended on 31.03.2026 (Standalone)	For the year ended on 31.03.2025 (Standalone)
Revenue from operations	38287.52	26770.60
Other Income	25.94	47.65
Total Income	38313.46	26818.25
Total Expenditure	37374.60	25673.15
Profit Before Taxation	938.86	1145.10
Less : Current Tax	246.79	301.86
Less: Tax relating to earlier years	3.97	0.00
Less : Deferred Tax	5.21	3.50
Profit After Tax (PAT)	682.89	839.74
Total other Comprehensive Income/Loss net of tax	0.54	(1.13)
Total other Comprehensive Income for the year net of tax	683.43	838.61

2. SUMMARY OF OPERATIONS AND STATE OF COMPANY AFFAIRS

The Company is a manufacturing and trading organization having its production/refining plant of Edible Oils. Our manufacturing and trading process involves dealing in Refined Rice Bran Oil, Canola Oil, Soya Bean Oil, Sunflower Oil and Rice Bran Bleached Oil. Our company is focused at production of highest quality of edible oil.

We firmly believe in benchmark product quality, customer centric approach, people focus, ethical business practices. By way of periodical expansion, MKPL has increased its production capacity from time & again to cater to changing business environment & varied customer needs. The companys turnover has increased manifold over time and is expected to grow substantially in subsequent years.

The Companys total revenue from operations for FY 2026 was Rs. 38287.52 Lakhs as compared to the previous year revenue of Rs. 26770.60 Lakhs. The Net Profit FY 2026 and FY 2025 was Rs. 683.43 Lakhs and Rs. 838.61 Lakhs, respectively.

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 2025-26.

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). The 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, 2026 due to conservation of profits.

5. RESERVES

The Board has decided not to transfer any amount to the General Reserve during the year under review. The Surplus of Rs. 683.43 Lakhs is to be retained in Profit & Loss Account.

6. SUBSIDIARY AND ASSOCIATES ENTITIES:

As on March 31, 2026, your Company has no Subsidiary Company, Associate or Joint Venture.

7. BOARD OF DIRECTORS

As on 31 st March 2026, 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 Mr. Deepak Khetarpal were Independent Directors of the Company.

Changes in Directors during the Financial Year: Ms. Swati Gupta (DIN: 09652245) resigned from the position 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.

Mr. Deepak Khetarpal (DIN: 00732804) was appointed as an Additional Independent Director with effect from 23 rd August 2025 whose appointment for five years was approved by the Members at the 13 th AGM held on 19 th September 2025.

Changes in Directors between the End of Financial Year and Date of the Board Report: Ms. Laxmi Mandal (DIN: 05287716) resigned from the post of Independent Director of the Company with effect from 12 th August, 2026. The Company had received confirmation from Ms. Laxmi Mandal (DIN: 05287716) that there are no material reasons for her resignation other than those, mentioned in her resignation letter dated 12 th August, 2026.

Ms. Aritika Garg (DIN:11895058) was appointed as an Additional Independent Director by the Board with effect from 22 nd August 2026 whose appointment for five years will be confirmed by the Members at the ensuing AGM.

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 Companys Articles of Association, Mr. Raj 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 Ms. Aritika Garg (DIN:11895058) as an Additional Independent Director with effect from 22 nd August 2026. 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 22 nd August 2026 proposed to appoint Ms. Aritika Garg (DIN:11895058) as an Independent Director of the Company, for first term of five (5) consecutive years with effect from 22 nd August 2026 and she 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 2026, Mr. Tej Mohan Singh, Mrs. Laxmi Mandal, Mrs. Shipra Jain and Mr. Deepak Khetarpal were Independent Directors of the Company.

Ms. Laxmi Mandal resigned on 12 th August 2026 and Ms. Aritika Garg was appointed as Independent Director on 22 nd August 2026.

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 Companys 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 Companys 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. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

The annual evaluation process of the Board of Directors and Committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations.

In a separate meeting of Independent Directors which was held on March 28, 2026, performance of nonindependent 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. DIRECTORS 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, 2026, 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 6 (Six) 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 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, 2026 in Form MGT-7 is uploaded on the website of the Company and can be accessed at www.mkproteins.in.

16. STATUTORY AUDITORS

The Shareholders at the 13 th Annual General Meeting held on 19 th September 2025, appointed M/s. Subhash Sajal & Associates, Chartered Accountants as the Statutory auditors of the Company to hold office from the conclusion of 13 th Annual General Meeting till the conclusion of 18 th Annual General Meeting to be held in 2030.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Statutory Auditors of the Company have issued Audit Reports on the Standalone Financial Statements of the Company for FY 2025-26 with unmodified opinion.

The reports of Statutory Auditors on Standalone Financial Statements forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors Reports.

17. SECRETARIAL AUDITORS

In terms of provisions of Section 204 of the Act and the amended provisions of Regulation 24 A of the SEBI Listing Regulations, M/s. J P Jagdev & Co., (M. No. F2469, C.P. No. 2056) a peer reviewed Sole Proprietorship firm of Practicing Company Secretaries were appointed as Secretarial Auditors to undertake the Secretarial Audit of your Company for five consecutive years from FY 2025-26 to FY 2029-30.

Pursuant to the provisions of Section 204 of the Act, M/s. J P Jagdev & Co., Practicing Company Secretaries, conducted Secretarial Audit of your Company for the FY 2025-26.

The Secretarial Audit Report does not contain any qualification and is annexed as Annexure-3 of this report.

18. COST AUDIT AND COST RECORDS

M/s K. K. Sinha & Associates, Cost Accountants (Firm Regn. No. 100279), were the Cost Auditors of the Company for FY 2025-26.

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 2026-27 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 2026-27 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. POLICY ON DIRECTORS APPOINTMENTS AND REMUNERATION, INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, ETC.

The Companys policy (salient features) on Directors remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report.

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re- appointment is required. The NRC reviews and vets the profiles of potential candidates visa-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

• Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

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 Companys 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 confirm that the financial statements for the year ended March 31, 2026, are in accordance with the applicable accounting standards.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

23. RISK MANAGEMENT

Your Company has in place a structured Risk Management Framework to identify, assess, and manage risks in a systematic manner. The Board has constituted a Risk Management Committee (RMC) to formulate, implement, and monitor the risk management policy and framework of your Company.

The RMC periodically reviews the risk management plan and ensures its continued effectiveness. The Audit Committee provides additional oversight with respect to financial risks and the adequacy of internal controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Annual Report.

24. AUDIT TRAIL

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 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 section 188(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-1. Reference is also made to note no. 36 of the Standalone Financial Statements.

27. PARTICULARS OF EMPLOYEES

Your Company had 54 employees as on March 31, 2026.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration are provided in Annexure-5 of this report

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 FY25-26 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) are applicable to the company during the year under review. The details of CSR expenditure are mentioned in Annexure-2 of this report.

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 guarantor, 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.

During the financial year under review, no complaint of sexual harassment was received, pending or disposed of under the provisions of the POSH Act.

Accordingly, the details 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

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of the SEBI

Listing Regulations, to facilitate reporting of genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee.

The said policy is also uploaded on the website of your Company.

During the year under review, no complaint was received and/ or pending under the Vigil Mechanism/ Whistle Blower Policy of 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-5.

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 2025- 26 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. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements 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 remains committed to enhancing energy efficiency across its operations. Wherever feasible, energy conservation measures have already been implemented, and energy performance is continuously reviewed to identify opportunities for further optimization. Ongoing efforts focus on

improving operational efficiency, adopting best practices, and optimizing energy consumption through enhanced processes and technologies.

The Company also places significant emphasis on reducing energy consumption on a per-unit basis while exploring cost effective and sustainable alternative energy sources. These continuous initiatives reflect the Companys commitment to operational excellence, cost optimization, and environmental sustainability.

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:

(Rs. in Lakhs)

Particulars	Current Year	Previous Year
Foreign Exchange Outgo	0.00	0.00
Foreign Exchange Earned	0.00	0.00

38. MATERIAL CHANGES AND COMMITMENTS

There were no 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 Companys 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 one-time settlement for loans taken from the Banks or Financial Institutions, and hence the 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 is not applicable.

41. FRAUD

The Company did not note or encountered any incidence or indication for existence of fraudulent activities in Company during the financial year 01/04/2025 to 31/03/2026. During the year under

review, the Statutory Auditors and Secretarial Auditor of your Company have also not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143 (12) of the Act.

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

Your Directors are highly grateful for all the guidance, support and assistance received from the Government, concerned Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

For and on behalf of the Board of Directors

Date: 02.09.2026
Place: Ambala

Sd/-
Parmod Kumar
Managing Director
DIN:00126965

Sd/-
Vinod Kumar
Whole-time Director
DIN:00150507