M.V.K. Agro Food Product Ltd Directors Report

Dear Shareholders,

M.V.K. Agro Food Product Limited

The Board of Directors are pleased to present the 8^th Annual Report along with the Audited Financial Statements of the Company for the financial year ended March 31, 2026. The consolidated performance of the Company and its subsidiaries have been referred to wherever required.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The Financial Results for the year ended March 31, 2026 and the corresponding figure for the previous year are as under:

PARTICULARS	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	15,397.15	13,297.95	31,989.02	14,973.21
Other Income	874.76	441.16	1,932.71	606.62
Total Income	16,271.91	13,739.11	33,921.73	15,579.83
Total Expenditure	14,681.09	12,802.96	28,500.27	14,453.40
Profit before tax	1,590.82	936.15	5,421.46	1,126.43
Current Tax	229.37	104.70	663.63	133.70
Income tax Adjustment	-	-	-	-
Deferred Tax Adjustment	94.68	59.39	94.68	59.39
Profit after Tax	1,266.76	772.07	4,663.15	933.34
Basic Earnings per share (in Rs.)	3.31	4.98	12.20	6.03

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

On a standalone basis:-

The Revenue from Operations for the Financial Year 2025-26 is Rs. 15,397.15 Lakh against the previous years revenue of Rs. 13,297.95 Lakh. The total expenses of the Company during the Financial Year 2025-26 is Rs. 14,681.09 Lakh against the previous years expenses of Rs. 12,802.96 Lakh. The Company has earned net profit of Rs. 1,266.76 Lakh against the previous years Profit of Rs. 772.07 Lakh.

On a consolidated basis:-

The Revenue from Operations for the Financial Year 2025-26 is Rs. 31,989.02 Lakh against the previous years revenue of Rs. 14,973.21 Lakh. The total expenses of the Company during the Financial Year 2025-26 is Rs. 28,500.27 Lakh against the previous years expenses of Rs. 14,453.40 Lakh. The Company has earned net profit of Rs. 4,663.15 Lakh against the previous years Profit of Rs. 933.34 Lakh.

3. DIVIDEND:

To strengthen the financial position of the Company and to augment working capital, your directors have decided not to recommend any dividend for the FY 2025-26.

4. TRANSFER TO RESERVES:

During the year under review, your Directors has decided to retain the entire amount of profit for financial year 2025-26 in the statement of profit and loss and do not proposed to transfer any amount to Reserves.

5. DEPOSIT:

The Company has not accepted any deposits falling within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2026. The particulars of loan received from the directors, not covered under definition of deposits as per rule 2(1)(c) is mentioned in the Financial Statements.

6. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2026, prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link: https://mvkagrofood.com/index.php/annual-return/.

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2026, the Companys Board had 8 (Eight) Directors comprising of 1 (One) Executive Director, 3 (Three) Non-Executive Non-Independent Directors including 1 (One) Woman Director and 4 (Four) Independent Directors. The details of Board and Committee composition, tenure of directors and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, Mr. Raju Maroti Pamalwad (DIN: 11524369) was appointed as an Additional Director (Non-Executive / Independent) of the Company with effect from February 5, 2026, to hold office for a term of Five (5) consecutive years, subject to the approval of the shareholders.

Subsequent to the closure of the financial year:

• Mr. Raju Maroti Pamalwad resigned from the Directorship of the Company, as well as from its subsidiary companies, with effect from April 30, 2026, due to personal reasons.

• Mr. Pankaj was appointed as an Additional Director of the Company with effect from June 20, 2026, to hold office for a term of Five (5) consecutive years, subject to the approval of the shareholders.

In line with the requirements of the SEBI Listing Regulations, the Board has identified the key skills, expertise and competencies required for effective oversight of the Companys business. Details of the core skills and competencies of the Directors are set out in the Corporate Governance Report, which forms part of this Integrated Annual Report.

The Board is of the opinion that all Directors, including the Director appointed/re-appointed during the year under review, have the required qualifications, experience and expertise and maintain high standards of integrity.

The criteria for determining the qualifications, positive attributes and independence of Directors are set out in the Nomination and Remuneration Policy, which is available on the Companys website at https://mvkagrofood.com/wp-content/uploads/2026/08/Nomination-Remuneration-Policy.pdf.

Key Managerial Personnel

The following are the Key Managerial Personnel (KMPs) of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 as on March 31, 2026:

i. Mr. Marotrao Vyankatrao Kawale, Managing Director

ii. Mr. Sandip Marotrao Kawale, Chief Financial Officer

iii. Mrs. Swapna Rajaram Bansode, Company Secretary & Compliance Officer

During the financial year under review, there was no change in the Key Managerial Personnel of the Company.

However, subsequent to the closure of the financial year, Mrs. Swapna Rajaram Bansode resigned from the position of Company Secretary with effect from April 30, 2026. To fill the vacancy, Mr. Ankitkumar Tank was appointed as the Company Secretary and Key Managerial Personnel of the Company with effect from May 30, 2026.

The present term of office of Mr. Marotrao Vyankatrao Kawale, Managing Director of the Company, is due to expire on December 18, 2026. In this regard, the Board of Directors of the Company ("Board"), at its meeting held on August 26, 2026, approved the re-appointment of Mr. Marotrao Vyankatrao Kawale (DIN: 06421662) as the Managing Director of the Company for a further period of 3 (Three) years, commencing from December 19, 2026 to December 18, 2029, subject to the approval of the members of the Company at the ensuing 8^th Annual General Meeting of the Company.

Re-appointment of Director retiring by rotation

In accordance with the provisions of Section 152 of the Act, read with the rules made thereunder, Mr. Ganeshrao Kawale (DIN: 06421666), Director is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board, on recommendation of Nomination and Remuneration Committee of the Company, recommends the re-appointment of Mr. Ganeshrao Kawale (DIN: 06421666), as Director for the approval.

Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission as applicable and reimbursement of expenses incurred by them for the purpose of attending Meetings of the Board/Committee(s) of the Company, if any.

8. DECLARATIONS BY INDEPENDENT DIRECTORS AND THEIR FAMILIARISATION PROGRAM:

As on March 31, 2026, Mr. Brijesh Jaynarayan Didvaniya, Mr. Inayat Khan Azmat Khan, Mr. Shubham Govindprasad Jakhotiya and Mr. Raju Maroti Pamalwad were Independent Directors of the Company.

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) as amended.

Pursuant to the provisions of Regulation 25(7) of the SEBI Listing Regulations 2015, the Company has formulated a Familiarization Programme for Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives. The details of the aforementioned program is available on the website of your Company at https://mvkagrofood.com/wp-content/uploads/2026/08/Familiarization- Programme-of-Independent-Director.pdf.

In the opinion of the Board, the Independent Directors of the Company possess the integrity, requisite experience and expertise, relevant for the industry in which the Company operates. Further, all the Independent Directors of the Company have successfully registered with the Independent Directors Databank of the Indian Institute of Corporate Affairs. The online proficiency self- assessment test conducted by the said institute has passed by all the Independent Directors of the Company. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

9. MEETING OF THE INDEPENDENT DIRECTORS:

In compliance with Regulation 25(3) of the SEBI Listing Regulations and Schedule IV to the Act, a separate meeting of Independent Directors was convened on February 14, 2026. The meeting was held without the presence of Non-Independent Directors and members of the management. The objective of the meeting was to review the performance of Non-Independent Directors and the Board as a whole, assess the performance of the Chairman of the Company and evaluate the quality, quantity & timeliness of the flow of information between the Company management and the Board. The Independent Directors discussed matters pertaining to the Companys affairs and presented their collective views to the Board of Directors.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The directors has selected such accounting policies and applied them consistently and made judgments 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 & loss of the company for that period.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The directors has prepared the annual accounts on a going concern basis;

e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the

Companies Act, 2013 are disclosed in the notes to account to the financial statements for the financial year 2025-26.

12. BOARD MEETING:

During the year under review, 10 (Ten) meetings of the Board of Directors were held. The gap between the two meetings did not exceed one hundred and twenty days as per the provisions of the Section 173 of the Companies Act, 2013. The Agenda for the Board, General as well as Committee Meetings together with the appropriate supporting documents and relevant information were circulated in advance of the meetings to enable the Board to take informed decisions. The details of the meetings and attendance of the Directors are provided in the Corporate Governance Report.

13. COMMITTEES OF THE BOARD:

In compliance with the requirements of the Act and SEBI Listing Regulations, your Board had constituted various Board Committees including Audit Committee (AC), Nomination and Remuneration Committee (NRC), Stakeholders Relationship Committee (SRC) and Corporate Social Responsibility Committee (CSR).

Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. https://mvkagrofood.com/index.php/investor/corporate- governance/committee-of-board-of-directors/. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein forms part of the Corporate Governance Report annexed herewith this report.

14. CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business / operation of the Company done during the year under review.

15. SHARE CAPITAL:

Authorized share capital

During the Financial year, the Company has increased its Authorised Capital from Rs. 17,00,00,000/- (Rupees Seventeen Crore) divided into 1,70,00,000 (One Crore Seventy Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 60,00,00,000/- (Rupees Sixty Crore) divided into 6,00,00,000/- (Six Crore) Equity Shares of Rs. 10/- (Rupees Ten) each in an EGM held on June 27, 2025.

Issued and paid-up share capital

During the financial year, the Company increased its paid-up equity share capital from Rs. 15,49,00,000 (Rupees Fifteen Crore Forty-Nine Lakh only), comprising 1,54,90,000 (One Crore Fifty-Four Lakh Ninety Thousand) equity shares, to Rs. 50,50,39,000 (Rupees Fifty Crore Fifty Lakh Thirty-Nine Thousand only), comprising 5,05,03,900 (Five Crore Five Lakh Three Thousand Nine Hundred) equity shares by way of allotment of equity shares on a preferential basis to the Promoters and Non-Promoters, pursuant to the meeting of Board of Directors held on August 7, 2025.

Issue and allotment of equity shares on preferential basis for cash consideration

During the financial year under review, pursuant to the Special Resolution passed by the members of the Company at the Extra-Ordinary General Meeting held on June 27, 2025, the Board of Directors in their meeting held on August 7, 2025, allotted 45,93,900 (Forty-Five Lakh Ninety-Three Thousand Nine Hundred) Equity Shares of face value Rs. 10/- each at an issue price of Rs. 90/- per share (including a premium of Rs. 80/- per share), aggregating to Rs. 41,34,51,000/- (Rupees Forty-One Crores Thirty-Four Lakhs Fifty-One Thousand only) for cash consideration on a preferential basis.

Issue and allotment of equity shares on share swap basis (Non-cash consideration)

During the financial year under review, pursuant to the Special Resolution passed by the members of the Company at the Extra-Ordinary General Meeting held on June 27, 2025, the Board of Directors in their meeting held on August 7, 2025, allotted 3,04,20,000 (Three Crore Four Lakh Twenty Thousand) fully paid-up Equity Shares of Rs. 10/- each at an issue price of Rs. 90/- per share (including a premium of Rs. 80/- per share), aggregating to Rs. 2,73,78,00,000/- (Rupees Two Hundred Seventy-Three Crore Seventy-Eight Lakh) on consideration other than cash, by way of a Share Swap.

The allotment was made to the Promoters and Non-Promoters (Shareholders of the target entities) for acquiring a 100% equity stake in Dr. Shankarrao Chavan Jaggery and Agro Product Private Limited ("DSCJAAP") and V.P.K. Agro Food Product Private Limited ("V.P.K.").

Consequent to the aforesaid allotment and acquisition of 100% equity shareholding, both Dr. Shankarrao Chavan Jaggery and Agro Product Private Limited and V.P.K. Agro Food Product Private Limited have become wholly-owned subsidiaries of M.V.K. Agro Food Product Limited.

16. HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (INCLUDING JOINT VENTURES):

The Company has Three wholly owned subsidiary. The Company does not have any Joint Venture as on March 31, 2026. A Name of holding/subsidiary/associate companies/joint ventures is as below:

Name of the subsidiary /associate companies / joint ventures (A)	Holding/ Subsidiary/ Associate/ Joint Venture	% of shares held by listed Entity
1 Sai Krupa Dairy & Food Products Private Limited	Subsidiary Company	100.00
2 Dr Shankarrao Chavan Jaggery and Agro Product Private Limited	Subsidiary Company	100.00
3 V.P.K. Agro Food Product Private Limited	Subsidiary Company	100.00

Statement containing salient features of the financial statement of Subsidiaries/Associate companies/joint ventures in the prescribed format AOC-1 is annexed herewith as "Annexure-A".

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of the subsidiary, are available on the website of the Company at - www.mvkagrofood.com under investors section. These documents will also be available for inspection till the date of the AGM during business hours at the Registered Office of the Company.

Unlisted Material Subsidiary:

Based on the Financial Statement as on March 31, 2026, the Company has 2 Unlisted material subsidiaries i.e. Dr Shankarrao Chavan Jaggery and Agro Product Private Limited and V.P.K. Agro Food Product Private Limited.

During the financial year, Sai Krupa Dairy & Food Products Private Limited, Dr Shankarrao Chavan Jaggery and Agro Product Private Limited and V.P.K. Agro Food Product Private Limited were unlisted material subsidiary of the Company as per Regulation 16 and Regulation 24 of the Listing Regulations and accordingly, Mr. Raju Maroti Pamalwad (DIN: 11524369) who is an Independent Director of the Company was appointed as an Independent Director on the Board of Unlisted material subsidiary for a term commencing from February 6, 2026 up to February 5, 2031.

However, after the March 31, 2026, Mr. Raju Maroti Pamalwad, Independent Director of the Company, resigned from the Board of the Company w.e.f. April 30, 2026 as well as from the Boards of subsidiaries of the Company.

Consequent to his resignation, Mr. Pankaj Valjibhai Pandav (DIN: 10531842) was appointed as an Independent Director on the Board of the Company with effect from June 20, 2026. Further, Mr. Pankaj Valjibhai Pandav (DIN: 10531842) was appointed as an Independent Director on the Boards of all the unlisted material subsidiaries of the Company with effect from June 25, 2026, for a term of 5 (Five) year.

Accordingly, the composition of the Boards of the Company and its unlisted material subsidiaries has been updated in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. USE OF PROCEEDS:

The Company had raised funds aggregating to Rs. 58.25/- Crore through the Initial Public Offering (IPO) and listed its Equity Shares on the SME Platform of NSE Limited on March 7, 2024. Further, during the Financial Year 2025-26, the Company raised Rs. 41.35/- Crore through Preferential Issue of Equity Shares. The Preferential Issue was approved by the shareholders at the Extra-Ordinary General Meeting (EGM) held on June 27, 2025, and the Board of Directors, at its meeting held on August 7, 2025, allotted the Equity Shares pursuant to the said Preferential Issue. Accordingly, the total funds raised by the Company through the IPO and Preferential Issue amounted to Rs. 99.60/- Crore.

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has submitted the Statement of Deviation or Variation in the utilization of the proceeds of the IPO and Preferential Issue to NSE Limited on a Quarterly/Half yearly basis.

During the Financial Year 2025-26, the funds raised were utilized for the purposes and objects for which they were issued, as outlined in the Prospectus dated February 20, 2024, and the Explanatory Statement for the Preferential Issue. The Audit Committee has reviewed the utilization of the proceeds and confirmed that the funds have been applied in accordance with the approved objects.

The details of utilization of the proceeds as on March 31, 2026 are summarized below:

Particular	Original Allocation (in Lakh)	Utilized Amount up to 31.03.2025 (in Lakh)	Un-utilized Amount (in Lakh)
1 Setting up a greenfield unit in Nanded, Maharashtra for (i) manufacturing Ethanol and (ii) generation and bottling of Bio-CNG and Fertilizer (Fund Raised via IPO)	5825.25	4887.09	938.16
2 Capital expenditure requirement for expansion of Sugar Manufacturing capacity from 2500 MT to 4000 MT TCD per day capacity (Fund Raised via Preferential Issue)	4134.51	4134.51	0.00
Total	9959.76	9021.60	938.16

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred during the period of review.

19. PARTICULARS OF EMPLOYEES:

Disclosures relating to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure B" and forms part of this Boards report.

20. STATUTORY AUDITOR AND AUDITORS REPORT:

At the 6^th AGM of the Company held on September 28, 2024, pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. N B T & Co., Chartered Accountants (FRN: 140489W) was appointed as Statutory Auditors of the Company for term of 5 (Five) years from the conclusion of the 6^th AGM until the conclusion of the 11^th AGM of the Company to be held in the year 2029.

The Board of Directors of the Company as per the recommendation of Audit Committee has approved the remuneration payable to M/s. N B T & Co., Chartered Accountants for the year 2025-26.

The Statutory Auditors Report is annexed to this Annual Report. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Company has received their continuing eligibility certificate confirming that they satisfy the criteria provided under Section 141 of the Act.

21. INTERNAL AUDITOR AND REPORT:

During the year under review, the Board of Directors, at its meeting held on May 30, 2025, appointed M/s. Kabra & Maliwal, Chartered Accountants (FRN No. 104485W), as the Internal Auditors of the Company. The Internal Auditors conducted periodic audits of all the operations of the Company. The Audit Committee regularly reviewed the findings of the Internal Auditors, and their reports were well received by the Audit Committee.

22. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the Annual General Meeting held on September 29, 2025, approved the appointment of M/s. H M Kadeval & Associates, Practicing Company Secretary, Surat (PRCN: 6777/2025), as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from April 1, 2025 until March 31, 2030.

The Members also approved the remuneration for FY 2025-26 payable to the Secretarial Auditor and authorised the Board of Directors to finalise the terms and conditions of the appointment, including remuneration of the Secretarial Auditor for the remaining period, based on the recommendation of the Audit Committee.

The Secretarial Audit Report for the Financial Year ended March 31, 2026, issued by the Secretarial Auditor, does not contain any qualification, reservation, adverse remark or disclaimer. The said Report is annexed to this Boards Report as Annexure-C.

23. DETAILS OF FRAUD REPORTED BY THE AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditor or Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

24. MAINTENANCE OF COST RECORDS AND COST AUDIT:

Pursuant to Section 148(1) of the Act, the Company has, during the year under review, maintained such cost accounts and records as specified by the Central Government. The said cost accounts and records for FY 202526 are subject to audit by M/s. JNP & Associates, Cost Accountants (Firm Registration Number: 000572) as Cost Auditors of the Company. The Board has re-appointed M/s. JNP & Associates, Cost Accountants (Firm Registration Number: 000572) as Cost Auditors of the Company for conducting cost audit for FY 2026- 27. A resolution seeking approval of the Shareholders to ratify the remuneration payable to the Cost Auditors for FY 2026-27 is provided in the Notice of the ensuing Annual General Meeting.

The Cost accounts and records as required to be maintained under Section 148(1) of the Act are duly made and maintained by the Company. During the year under review, the Cost Auditors report does not contain any qualification, reservations, adverse remarks or disclaimers.

25. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with all the applicable Secretarial Standards on Board Meetings and General Meetings issued by The Institute of Company Secretaries of India, as mandated under Section 118 of the Act.

26. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:

In compliance with various MCA Circulars and SEBI Circulars, the notice of the AGM along with the Annual Report of Financial year 2025-26 is being sent only through electronic mode to those members whose email addresses are registered with the Company/RTA/Depositories.

Members may note that the Notice and Annual Report of Financial year 2025-26 will also be available on the Companys website at www.mvkagrofood.com, websites of the Stock Exchange, i.e., www.nseindia.com and on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com

27. CORPORATE GOVERNANCE:

The Company is committed to good corporate governance practices. Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a report on Corporate Governance, forms an integral part of this Annual Report is given in Annexure-D.

28. CERTIFICATE ON CORPORATE GOVERNANCE:

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. At MVK, Companys core business objective is to achieve growth with transparency, accountability and with independency.

A certificate received from M/s. H M Kadeval, Practicing Company Secretaries, Secretarial Auditor of the Company regarding the compliance of conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached in Annexure-E.

29. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the requirements of Section 135 of the Companies Act, 2013, and the Rules made there under, the Company has constituted a Corporate Social Responsibility (CSR) Committee and also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://aaronindustries.net/wp-content/uploads/2025/04/CSR Policy.pdf.

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. An Annual Report on CSR activities of the Company during the Financial Year 2025-26 as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as an Annexure-F to this Report.

The Chief Financial Officer of the Company has certified that CSR spends of the Company for Financial Year 2025-26 have been utilized for the purpose and in the manner approved by the Board of the Company.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-G.

31. LISTING:

The equity shares continue to be listed on the NSE EMERGE which has nation-wide terminals. The Company has paid the annual listing fees for the financial year 2025-26 to NSE.

32. DEMATERIALISATION OF SHARES:

As on March 31, 2026, the share of the Company held in demat form represents 100.00 % of the total issued and paid-up capital of the Company. The Company ISIN No. is INE0SGC01015. MAS Services Limited is the Registrar and Share Transfer Agent of the Company.

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations, a Management Discussion and Analysis Report giving comprehensive coverage of the issues relating to the industry trends, Company performance, business and operations, etc., forms part of this Annual Report and is attached herewith as Annexure-H.

34. CEO/ CFO CERTIFICATION:

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015; the Managing Director and CFO has certified to the Board of Directors of the Company with regard to the Financial Statements and other matters specified in the said Regulation for the Financial Year 2025-26. The certificate is given in Annexure - I.

35. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT:

The Board of Directors has formulated and adopted the Code of Conduct for all Board Members and Senior Management Personnel of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

In this regard certificate from Managing Directors, as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board, and the same is attached herewith as per Annexure-J.

Code of Conduct for Board of Directors and Senior Management Personnel is available on the website of the Company at the web link https://mvkagrofood.com/wp-content/uploads/2026/05/Code-of-Conduct-for-Board- Members-and-Senior-Management-Personnel.pdf.

36. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

37. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has put in place adequate, strong and effective internal control systems with best processes commensurate with its size and scale of operations which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

38. BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee of the Company. The Independent Directors conducted a comprehensive annual evaluation assessing the performance of the Chairman, Non-Independent Directors, and the Board as a collective unit. This assessment was executed through a structured framework evaluating key parameters, including Board and Committee composition, domain expertise, fulfillment of fiduciary duties, quality of engagement during deliberations, exercise of independent judgment, and overall corporate governance standards.

39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2025-26, all contracts/ arrangements/transactions entered into by the Company with related parties were in the ordinary course of business and on an arms length basis. In Compliance with Regulation 23 of the Listing Regulations, all the Related Party Transactions undertaken by the Company and its Subsidiaries are placed before the Audit Committee for prior approval, as required under the Act and Listing Regulations. A statement of all Related Party Transactions of the Company and its Subsidiaries is placed before the Audit Committee for its review on a quarterly basis.

The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no material significant Related Party Transactions made by the Company during the financial year that would have required Shareholders approval under the Listing Regulations. The Company has not entered into any transactions not at arms length.

Accordingly, the Company has no material related party transactions or transactions not on arms length, requiring disclosure under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 attached to this report as Annexure-L. Members may refer to Note No. 28 to the Standalone Financial Statements, which sets out related party disclosures pursuant to AS-18.

The Company has adopted policy on Related Party Transactions and the same can be accessed on the Companys website at www.mvkagrofood.com.

40. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Remuneration Policy is included in the Corporate Governance Report, which forms part of this Annual Report. The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at www.mvkagrofood.com.

41. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at www.mvkagrofood.com.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION:

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, 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 are not applicable.

43. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016):

During the year under review, neither any application was made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

44. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS) ACT, 2013:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, the Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) to consider and resolve the complaints related to sexual harassment. The Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues. All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

During the year under review, no complaints related to sexual harassment were received. The details are as follows:

(a) No. of complaints filed during the financial year: Nil

(b) No. of complaints disposed of during the financial year: Nil

(c) No. of complaints pending as on end of the financial year: Nil

45. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company is committed to providing a safe, inclusive, and supportive workplace for all employees. During the year under review, the Company has complied with all applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act, including paid maternity leave, nursing breaks, and other applicable entitlements. The Company continues to ensure that policies are aligned with statutory requirements and promotes the well-being of women employees.

46. RISK MANAGEMENT POLICY:

Your Companys Risk Management Framework is designed to enable risks to be identified, assessed and mitigated appropriately. The Risk Management framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

47. INSURANCE:

Your Company has taken the required insurance coverage for its assets, including Building, Plant and Machinery, and Stocks, against possible risks and perils such as fire, flood, earthquake, burglary, storm etc.

48. VIGIL MECHANISM:

The Company has established a vigil mechanism that enables Directors and employees to report concerns relating to unethical behaviour, actual or suspected fraud, or any violation of the Code of Conduct / business ethics. The mechanism also provides for reporting any instance of leak of Unpublished Price Sensitive Information. The vigil mechanism includes adequate safeguards against victimisation of the Director(s) and employee(s) who use this facility. No person has been denied access to the Chairman of the Audit Committee. The Companys Whistle-Blower Policy is available on the Companys website at https://mvkagrofood.com/wp- content/uploads/2026/05/Policv-on-Vigil-Mechanism-Whistle-Blower-Policy.pdf.

During the year under review, the Company has not received any complaint under the whistle blower policy. No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 2025-26.

49. BOARD DIVERSITY POLICY:

The Company values diversity on the Board and considers it an important contributor to effective leadership and sustainable growth. The Company believes that a diverse Board, with varied perspectives, experience, skills and backgrounds, including regional and industry exposure, cultural and geographical background, age, ethnicity and gender, enhances the quality of deliberations and supports the Companys competitive positioning. In this regard, the Board has adopted a Board Diversity Policy as part of the Nomination and Remuneration Committee Policy, which defines the Companys approach to ensuring appropriate diversity among the Directors. The policy is available on the Companys website at https://mvkagrofood.com/wp- content/uploads/2026/05/Policv-Board-Diversitv-pdf

50. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, no significant and material orders have been passed by the Regulators, Courts, or Tribunals impacting the going concern status of the Company and its operation in the future.

51. CREDIT RATING:

During the year under review, the Company has not availed any Credit Rating.

52. GREEN INITIATIVES:

In compliance with the said provisions and as a continuing endeavour towards the Go Green initiative, the Company proposes to send all correspondence/ communications through email to those shareholders who have registered their email addresses with their depository participants/ Companys share transfer agent.

During FY 2025-26, the Company sent documents, such as notice calling the AGM and EGM, Audited Financial Statements, Board Report, Auditors Report, etc. in electronic form to the email addresses provided by the shareholders and made available by them to the Company through the depositories. All financial and other vital official news releases and documents under the SEBI Listing Regulations, 2015 are also communicated to the concerned stock exchange besides being placed on the Companys website.

53. ANNEXURES FORMING PART OF THIS REPORT:

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and forms part of this Report:

Annexure/ Page No.	Particulars
Annexure-A	Statement containing salient features of the financial statement of Subsidiaries/Associate companies/joint ventures - AOC-1
Annexure-B	Particulars of Employees
Annexure-C	Secretarial Audit Report
Annexure-D	Corporate Governance Report
Annexure-E	Certificate on Corporate Governance
Annexure-F	Annual Report on CSR activities and CSR Policy
Annexure-G	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Annexure-H	Management Discussion and Analysis Report
Annexure-I	CFO declaration
Annexure-J	Declaration by Managing Director on compliance of code of conduct
Annexure-K	Certification of non-disqualification of Directors
Annexure-L	Form AOC-2

54. ACKNOWLDGEMENTS:

The Directors would like to place on record their appreciation to the Companys employees for their dedication and contribution. The Directors also thank the Companys customers, vendors, investors and consultants/advisors for their continued support.

The Directors acknowledge the co-operation and support extended by the Government of India, the Governments of various States in India, the Governments of various countries and the concerned Government departments.

The Directors also value the contribution made by every Member, employee and their families.