M K Proteins Ltd Directors Report

1. FINANCIAL HIGHLIGHTS:

(Rupees in Lakhs)

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.

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.

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

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.

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

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.

In accordance with the provisions of Section 152 of the Companies Act, 2013 (the Act), and the Companys 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.

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.

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

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.

In a separate meeting of Independent Directors which was held on March 15, 2025, 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.

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.

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.

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.

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.

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.

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.

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.

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

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.

The industrial relations remained cordial during the year under review.

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.

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 Nonexecutive 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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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

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

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME 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

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.

Date: 23.08.2025 Place: Ambala

For and on behalf of the Board of Directors

Managing Director DIN:00126965

Whole-time Director DIN:00150507

Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

For and on behalf of the Board of Directors

Sd/-

Place: Ambala Date: 23.08.2025

Parmod Kumar Managing Director DIN:00126965