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

TO,

THE MEMBERS,

M.V.K. AGRO FOOD PRODUCT LIMITED

Your Directors are pleased to submit the 7^th Annual Report on the business and operations of your Company ("the Company" or "M.V.K. AGRO"), along with the audited financial statements, for the financial year ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Financial Results for the year ended March 31, 2025 and the corresponding figure for the previous year are as under: ( in Lakhs except EPS)

	Standalone		Consolidated
PARTICULARS
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	13,297.95	12,458.48	14,973.21	14,143.67
Other Income	441.16	54.36	606.62	222.24
Total Income	13,739.11	12,512.84	15,579.83	14,365.90
Total Expenditure	12,802.96	11,643.45	14,453.40	13,311.79
Profit before tax	936.15	869.39	1,126.43	1,054.12
Current Tax	104.70	168.46	133.70	197.09
Income tax Adjustment	-	-	-	-
Deferred Tax Adjustment	59.39	(15.15)	59.39	(15.15)
Profit after Tax	772.07	716.08	933.34	872.17
Basic Earnings per share (in )	4.98	10.53	6.03	12.82

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

On a standalone basis: -

The Revenue from Operations for the Financial Year 2024-25 is Rs. 13,297.95 lakhs against the previous years revenue of Rs. 12,458.48 lakhs. The total expenses of the Company during the Financial Year 2024-25 is Rs.12,802.96 lakhs against the previous years expenses of Rs. 11,643.45 lakhs. The Company has earned net profit of Rs. 772.07 lakhs against the previous years Profit of Rs. 716.08 Lakhs.

On a consolidated basis: -

The Revenue from Operations for the Financial Year 2024-25 is Rs. 14,973.21 lakhs against the previous years revenue of Rs. 14,143.67 lakhs. The total expenses of the Company during the Financial Year 2024-25 is Rs. 14,453.40 lakhs against the previous years expenses of Rs. 13,311.79 lakhs. The Company has earned net profit of Rs. 933.34 lakhs against the previous years Profit of Rs. 872.17 Lakhs.

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 2024-25.

4. TRANSFER TO RESERVES

During the year under review, your Directors has decided to retain the entire amount of profit for financial year 2024-25 in the statement of profit and loss and do not proposed to transfer any amount to Reserves.

5. DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review. Further, the Company does not have any outstanding amount qualified as a deposit as on 31st March, 2025.

6. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2025 is available on the Companys website at https://mvkagrofood.com/wp-content/uploads/2025/04/AR-2025.pdf.

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Company has 7(seven) Directors of which one is Executive Directors, three are Non-Executive Directors including one woman director. The Company has three Independent Directors on the Board.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. SagarbaiMarotrao Kawale (DIN:06519464), director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered herself for reappointment. Necessary resolution for her reappointment is included in the Notice of AGM for seeking approval of Members.

The Directors recommend her re-appointment for your approval. A brief profile of Mrs. Sagarbai Marotrao Kawale (DIN:06519464), is given in the Notice convening the 7^th AGM for reference of the shareholders.

In the opinion of the Board, the independent directors on the Board of the Company are persons with integrity, expertise and experience relevant to the operation of the Company and that they all have qualified in the online proficiency self-assessment test conducted by the prescribed institute.

The details of Board of Directors and Key Managerial Personnel of the Company as on date:

Name	Designation
MarotraoVyankatraoKawale	Managing Director
SagarbaiMarotrao Kawale	Non-Executive Director
GaneshraoVyankatraoKawale	Non-Executive Director
KishanraoVyankatraoKawale	Non-Executive Director
ShubhamGovindprasadJakhotiya	Independent Director
BrijeshJaynarayanDidvaniya	Independent Director
Inayat Khanazmat Khan	Independent Director
Swapna BansodeRajaram	Company Secretary
Sandip MarotraoKawale	CFO

8. DECLARATIONS BY INDEPENDENT DIRECTORS AND THEIR FAMILIARISATION PROGRAM

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 and link for the same is given in Annexure-A of this report.

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.

9. MEETING OF THE INDEPENDENT DIRECTORS

During FY 2024-25, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on March 3, 2025. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) 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 2024-25.

12. BOARD MEETING

The Board of Directors of the Company regularly meets to discuss various business policies, strategies, important operational & financials matters, expansions and acquisitions. The Board meetings were convened, as and when required to discuss and decide on various.

5 (Five) Board Meetings were held during the year under review and the gap between the two meetings did not exceed one hundred and twenty daysas 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 the informed decisions.

The necessary quorum was present in all the meetings. Below given table is showing the number of meetings held during the year under review:

			Attendance
		Total Number of directors
S. No.	Date of meeting
		associated as on the date of meeting	Number of
			directors attended	% of attendance
1	30-05-2024	7	7	100.00
2	31-08-2024	7	7	100.00
3	29-10-2024	7	7	100.00
4	13-11-2024	7	7	100.00
5	03-03-2025	7	7	100.00

13. 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.

14. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company has one wholly owned subsidiary. The Company does not have any Joint Venture as on March 31, 2025.

M/s Sai Krupa Dairy & Food Products Private Limited which was incorporated on 14^th January, 2013, is wholly owned subsidiary of our Company and engaged in the business of manufacturing of dairy product.

A statement containing the salient features of the financial statement of the subsidiary/joint venture Company in the prescribed format AOC-1 is annexed herewith as "Annexure E".

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.

Highlights of the performance of the Subsidiary: -

The Revenue from Operations of the M/s Sai Krupa Dairy & Food Products Private Limited (WOS) for the Financial Year 2024-25 is Rs. 1675.26 lakhs against the previous years revenue of Rs. 1685.19 lakhs. The total expenses is Rs. 1650.43 lakhs against the previous years expenses of Rs. 1668.34 lakhs. The Company has earned net profit of Rs. 161.29 lakhs against the previous years Profit of Rs. 156.00 Lakhs.

Report on highlights on performance of Subsidiaries, Associates and Joint Venture Companies and their contribution to overall performance of the companies during the period under report: -

Sr.	Name	of	Subsidiary	Category	Contribution	to	the	Contribution	to	the
No	Company				overall	sales		overall	sales
					performance	of	the	performance	of	the
					Company			Company
					(Rs. in Lakhs)			(In %)
1.	Sai Krupa Dairy & Food			WOS	1675.26			11.19%
	Products Private Limited

Subsequent to the Financial year-ended, the Company had acquired 100% stake in two Companies i.e. DR SHANKARRAO CHAVAN JAGGERY AND AGRO PRODUCT PRIVATE LIMITED (CIN: U15400MH2021PTC356141) and V.P.K. AGRO FOOD PRODUCT PRIVATE LIMITED (CIN: U15114MH2013PTC242871) on 07/08/2025 on Share swap basis via preferential allotment of Equity Shares.

15. SHARE CAPITAL

AUTHORIZED SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 17,00,00,000/- (Rupees Seventeen Crore) divided into 1,70,00,000 (One Crore and Seventy Lakhs) equity shares of Rs. 10/- (Rupees Ten) each as on March 31, 2025.

Subsequent to the Financial year-end, the Company has increased its Authorised Capital from Rs. 17,00,00,000/- (Rupees Seventeen Crore) divided into 1,70,00,000 (One Crore Seventeen 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.

ISSUED AND PAID UP SHARE CAPITAL:

The Company has paid-up share capital of Rs. 15,49,00,000 (Rupees Fifteen Crore Forty Nine Lakh) divided into 1,54,90,000 (One Crore Fifty Four Lakh and Ninety Thousand) equity shares of Rs.10/-(Rupees Ten) each, as on March 31, 2025.

Subsequent to the Financial year-end, the Company has increased its Paid Up Capital from Rs. 15,49,00,000/- (Rupees Fifteen Crore Forty Nine Lakh) divided in to 1,54,90,000 (One Crore Fifty Four

Lakh and Ninety Thousand) Equity shares to Rs. 50,50,39,000/- (Rupees Fifty Crore Fifty Lakh Thirty Nine Thousand) divided in to 5,05,03,900 (Five Crore Five Lakh Three Thousand Nine Hundred) by issuing and allotting the Equity Shares of the Company to Promoter and Non Promoter on Preferential basis dated 07/08/2025.

16. 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.

17. 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) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure B" and forms part of this Boards report.

The particulars of Managerial remuneration as stated in section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, is annexed herewith as "Annexure C" and forms part of this Boards report.

18. STATUTORY AUDITOR AND AUDITORS REPORT

Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company, at its 6th Annual General Meeting (AGM) held on September 28, 2024, had appointed M/s. N B T & Co., Chartered Accountants as Statutory Auditors to hold office from the conclusion of the 6th AGM until the conclusion of the 11th AGM of the Company to be held in the year 2029.

The Statutory Auditors Report is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

19. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is also listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements.

20. INTERNAL AUDITOR AND REPORT

During the year under review Board of Directors of the company appointed M/s. Kabra & Maliwal, Chartered Accountants (FRN No.104485W) as an internal auditor of the company and has conducted periodic audit of all operations of the Company. The Audit Committee has reviewed the findings of Internal Auditors regularly.

21. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed CS Md. Shahnawaz (Membership No. 21427 CP No. 15076), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the FY 2024-25. The Secretarial Audit Report submitted by him, for FY2024-25 is annexed herewith marked as "Annexure F" to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and, therefore, does not call for any further comments.

Further, pursuant to recent amendments in Regulation 24A of SEBI (LODR), 2015, the appointment of Secretarial Auditor of the Company is required to be approved by the members of the Company. The Board of Directors at Board Meeting held on 04^th September, 2025, has recommended appointment of M/S. H M KADEVAL & ASSOCIATES, Practicing Company Secretary, Surat (PRCN: 6777/2025) subject to the consent of the members in this Annual General Meeting as Secretarial Auditor of the company for a period of 5(five) consecutive years i.e. from the F.Y. 2025-26 to F.Y. 2029-30, to undertake secretarial audit.

22. SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

23. 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 2024-25 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 2024-25 will also be available on the Companys website at www.mvkagrofood.com, websites of the Stock Exchange, i.e., NSE Limited at www.nseindia.com and on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com

24. CORPORATE GOVERNANCE

Since the Companys Securities being listed on SME Platform of NSE, the requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to Company. In additions to the applicable provisions of the Companies Act, 2013 will be applicable to our company immediately up on the listing of Equity Shares on the Stock Exchanges. However, our Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on our Board, constitution of an Audit Committee and Nomination and Remuneration Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

25. CORPORATE SOCIAL RESPONSIBILITY

The provisions of CSR have become applicable to the Company for FY 2024-25. The Audited Accounts for FY 2023-24 were approved by the Board of Directors on May 30, 2024. Accordingly, The Company is liable to spend Rs 11.86 Lakhs towards CSR activities as per the Companys CSR policy.

As per requirement of Section 135 of the Companies Act, 2013, The CSR report for FY 2024-25 is attached herewith as Annexure - G.

The Corporate Social Responsibility Committee of the Board comprises of:

Name of Directors	Category
Inayat Khan Azmat Khan	Independent Director – Chairman
Brijesh Jaynarayan Didvaniya	Independent Director
GaneshraoVyankatrao Kawale	Director
KishanraoVyankatarao Kawale	Director

During the financial year, two CSR Committee Meeting were held on 30.05.2024 & 13.11.2024. All the Directors were remained present in the Meeting.

The CSR policy of the Company can be viewed at website of the Company www.mvkagrofood.com

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNING AND OUTGO

The details of conservation of energy and technology absorption are applicable to the Company as the Company is engaged in the manufacturing activities. Further, the foreign exchange earnings and outgo for the financial year ended March 31, 2025 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as "Annexure - D" and forms part of this report.

27. USE OF PROCEEDS

Your Company had raised funds of Rs. 5.49 Crore through Initial Public Offering (IPO) and listed its Equity Shares on 07^th March, 2024 on SME Platform of the NSE Limited.

The Company has submitted the details of utilization of proceeds from IPO to the Stock Exchange i.e. NSE Limited (NSE) as per requirement of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There was no deviation or variation in the utilization of proceeds of the IPO from the objects stated in the Prospectus dated 20^th February, 2024 and the Company has Utilized the IPO proceeds, the details are summarized below:

Sr.				Particular				Original	Utilized Amount	Un-utilized
No								Allocation	up to 31.03.2025	Amount
								(in Lakh)	(in Lakh)	(in Lakh)
1	Setting	up	a	greenfield	unit	in	Nanded,	5238.17	1250.00	3988.17
	Maharashtra for (i) manufacturing Ethanol and (ii)
	generation and bottling of Bio-CNG and Fertilizer
2	General Corporate Purposes							587.08	587.08	0.00
				Total				5825.25	1837.08	3988.17

28. 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 2024-2025 to NSE.

29. DEMATERIALISATION OF SHARES

As on March 31, 2025, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company. The Company ISIN No. is INE0SGC01015. M/s. MAS Services Limited is the Registrar and Share Transfer Agent of the Company.

30. REGISTRAR AND TRANSFER AGENT (RTA)

Share transfer and all other Investors / Shareholders related activities are attended and processed by our Registrar and Transfer Agent. For lodgement of transfer deeds and any other documents, investors may contact Mas Services Limited at T-34, 2nd Floor, Okhla Industrial Area, Phase – II, New Delhi- 110020, India.

However, shareholders holding shares in the electronic mode should address all correspondence to their respective Depository Participants.

31. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, a "Management Discussion and Analysis Report" are set out as a separate section in this Annual Report which forms an integral part of this report.

32. MAINTENANCE OF COST RECORDS AND COST AUDIT

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Board has on recommendation of the Audit Committee, appointed M/s. JNP & Associates., Cost Accountants, (Firm Registration No: 000572) for conducting the audit of cost records of sugar cane maintained by the Company for the Financial Year 2025-26 at a remuneration of Rs. 60,000/- (Rupees Sixty Thousand) plus applicable taxes. The said remuneration is required to be ratified by the members of the Company at the ensuing AGM. Accordingly, resolution seeking ratification of members for the remuneration payable to Cost Auditor form part of the Notice of the ensuing AGM.

During the year under review, the Cost Auditors report does not contain any qualification, reservations, adverse remarks or discclaimers.

33. 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.

34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the senior management team. The representative of Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprise of: a) Officials of the Company have defined authority and responsibilities within which they perform their duty; b) All the Banking transactions are under joint authority and no individual authorization is given; c) Maker-checker system is in place. d)Any deviations from the previously approved matter require fresh prior approval.

M/s. Kabra & Maliwal, Chartered Accountants (FRN No.104485W), had carried out Internal Audit of the Company for the FY 2024-25.

35. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Boards Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors.

36. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into related party transaction in ordinary course of business and at arms length. As none of the transactions with any of the related party exceed the 10% of the turnover of the Company, there was no material related party transaction during the year under review. Thus, the disclosure of particulars of contracts or arrangements with related parties as prescribed in Form AOC-2 under section 188(1) of the Companies Act, 2013, during the financial year ended March 31, 2025, is not applicable.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website: www.mvkagrofood.com.

37. INSURANCE

All the properties and insurable interests of the Company to the extent required adequately insured.

38. 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.

39. 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.

40. APPOINTMENT OF DIRECTORS AND 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. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.

The Committee met once during the FY 2025 on March 03, 2025.

The following is the status of complaints received and resolved during the financial year:

Number of complaints received: NIL Number of complaints disposed off: NIL

Number of complaints pending beyond 90 days: NIL

The above reflects the Companys commitment to timely and effective redressal of complaints

43. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

44. 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.

45. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys Policy requires conduct of operations in such a manner, so as to ensure the safety of all concerned, compliances of environmental regulations and preservation of natural resources.

46. VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations the Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Companys Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Companys website at www.mvkagrofood.com.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 2024-25.

47. BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure–A to this report.

48. BOARD DIVERSITY POLICY

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought process at the back of varied industrial and management expertise, gender and knowledge. The board recognizes the importance of diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on the Companys website at www.mvkagrofood.com

49. 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.

50. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company makes all efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief "Great People create Great Organization" has been at the core of the Companys approach to its people.

51. 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.

52. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND

PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority.

During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend were unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the IEPF Rules.

Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there was no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, no shares are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

53. COMMITTEES OF THE BOARD

Our Board of Directors presently has four (4) committees which have been constituted/ re-constituted in accordance with the relevant provisions of the Companies Act:

a) Audit Committee, b) Stakeholders Relationship Committee, c) Nomination and Remuneration Committee, and d) Corporate Social Responsibility Committee.

? AUDIT COMMITTEE

Your Board has constituted the Audit Committee in accordance with Section 177 of the Companies Act, 2013.

The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee.

A. Powers of Audit Committee

The Audit Committee shall have the following powers:

- To investigate any activity within its terms of reference;

- To seek information from any employee;

- To obtain outside legal or other professional advice; and

- To secure attendance of outsiders with relevant expertise, if it considers necessary.

B. Role of the Audit Committee

The role of the audit committee shall include the following:

1. Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report there on before submission to the Board for approval, with particular reference to:

5. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

6. Changes, if any, in accounting policies and practices and reasons for the same;

7. Major accounting entries involving estimates based on the exercise of judgment by management;

8. Significant adjustments made in the financial statements arising out of audit findings;

9. Compliance with listing and other legal requirements relating to financial statements;

10. Disclosure of any related party transactions; and qualifications in the draft audit report.

11. Reviewing, with the management, the quarterly financial statements before submission to the

Board for approval;

12. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or right issue, and making appropriate recommendations to the Board to take up steps in this matter; 13. Monitoring the end use of funds raised through public offers and related matters;

14. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process; 15. Approval of any subsequent modification of transactions of the company with related parties;

Explanation: The term "related party transactions" shall have the same meaning as provided in Clause (zc) of the SEBI Listing Regulations and/or the Accounting Standards. 16. Scrutiny of inter-corporate loans and investments;

17. Valuation of undertakings or assets of the company, wherever it is necessary; 18. Evaluation of internal financial controls and risk management systems;

19. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

20. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 21. Discussion with internal auditors of any significant findings and follow up there on;

22. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; 23. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern; 24. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 25. Reviewing the functioning of the whistle blower mechanism;

26. Approval of appointment of CFO (i.e., Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; 27. Carrying out any other function as is mentioned in the terms of reference of the Audit

Committee; and

28. Reviewing the utilization of loans and/or advances from/investments by the holding company in the subsidiary exceeding rupees hundred crores or 100% of the asset size of the subsidiary whichever is lower including existing loans / advances/ investments, as may be applicable. 29. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

Further, the Audit Committee shall mandatorily review the following information

- Management discussion and analysis of financial condition and results of operations;

- Statement of significant related party transactions (as defined by the audit committee), submitted management;

- Management letters / letters of internal control weaknesses issued by the statutory auditors;

- Internal audit reports relating to internal control weaknesses; and

- Appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. • statement of deviations: a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations. b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) the SEBI Listing Regulations.

The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

MEETING OF AUDIT COMMITTEE AND RELEVANT QUORUM

During the year the Audit Committee met four times in and the gap not more than one hundred and twenty days between two meetings. Dates of meeting are 30.05.2024, 31.08.2024, 13.11.2024, 03.03.2025

The quorum for audit committee meeting shall be either two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors.

The composition of the Committee and attendance of the members at the meetings held during the financial year 2024-25 are as follows:

Name of Directors	Category	No. of meeting in FY
		2024-25
		Held	Attend
Brijesh Jaynarayan Didvaniya	Independent Director – Chairman	5	5
Inayat Khan Azmat Khan	Independent Director	5	5
Shubham GovindprasadJakhotiya	Independent Director	5	5
MarotraoVyankatrao Kawale	Managing Director	5	5

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Audit Committee is not applicable to the Company.

? NOMINATION AND REMUNERATION COMMITTEE

Your Board has constituted the Nomination and Remuneration Committee pursuant to section 178 of the Companies Act, 2013.

The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee.

The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act. 2013 and SEBI Listing Regulations and the terms of reference, powers and role of our Nomination and Remuneration Committee are as follows:

1. Formulate Policies: Establish criteria for determining qualifications, attributes, and independence of directors. Recommend policies related to remuneration for directors, key managerial personnel, and employees.

2. Independent Director Appointments: Evaluate the Boards balance of skills, knowledge, and experience before recommending independent director appointments. The Committee may use external agencies, consider diverse backgrounds, and assess candidate availability.

3. Performance Evaluation: Create criteria for evaluating the performance of independent directors and the Board as a whole.

4. Board Diversity: Devise a policy for ensuring diversity in the Board of Directors.

5. Identification & Recommendation of Appointments: Identify and recommend suitable candidates for director and senior management positions based on established criteria, including their appointment and removal.

6. Independent Director Term Extensions: Based on performance evaluation, recommend whether to extend or continue an independent directors term.

7. Remuneration Recommendations: Advise the Board on all forms of remuneration payable to senior management.

8. Compliance Assurance: Establish systems to prevent legal violations by employees, ensuring compliance with relevant laws such as SEBIs Insider Trading Regulations and Fraudulent Trade Practices Regulations.

9. Independent Director Performance Review: Evaluate and recommend whether to extend the term of independent directors based on performance evaluations. 10. Other Delegated Activities: Perform additional tasks as delegated by the Board or as required by law.

Meeting of Nomination and Remuneration Committee and Relevant Quorum

During the year the Nomination and Remuneration committee met two times. Dates of meeting are 30.05.2024 & 13.11.2024.

The quorum for Nomination and Remuneration committee meeting shall either be two members or one third of the members of the committee, whichever is greater.

The composition of the Committee and attendance of the members at the meetings held during the financial year 2024-25 are as follows:

Name of Directors	Category	No. of meeting in FY
		2024-25
		Held	Attend
Inayat Khan Azmat Khan	Independent Director – Chairman	2	2
Brijesh Jaynarayan Didvaniya	Independent Director	2	2
Shubham GovindprasadJakhotiya	Independent Director	2	2

During the year under review, there has been no instance where the recommendations of the Nomination and Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and Remuneration Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Nomination and Remuneration Committee is not applicable to the Company.

? STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Board has constituted the Stakeholders Relationship Committee pursuant to Section 178 of the Companies Act, 2013. The Company Secretary of the Company will act as the Secretary of the Committee.

The scope and function of the Stakeholders Relationship Committee is in accordance with Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations and the terms of reference, powers and scope of the Stakeholders Relationship Committee of our Company include:

- Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipts of annual reports, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;

- Review of measures taken for effective exercise of voting rights by shareholders;

- Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar and Share Transfer Agent;

- Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipts of dividend warrants/annual reports/ statutory notices by the shareholders of the Company; and

- Carrying out any other function as prescribed under the SEBI Listing Regulations as and when amended from time to time.

Meeting of Stakeholders Relationship Committee and Relevant Quorum

During the year the Stakeholders Relationship committee met two times in a year and shall report to the Board of Directors on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. Dates of meeting are 30.05.2024 & 13.11.2024.

The quorum for a meeting of the Stakeholders Relationship Committee shall be two members present.

The composition of the Committee and attendance of the members at the meetings held during the financial year 2024-25 are as follows:

Name of Directors	Category	No. of	meeting in
		FY 2024-25
		Held	Attend
Shubham GovindprasadJakhotiya	Independent Director – Chairman	2	2
Brijesh Jaynarayan Didvaniya	Independent Director	2	2
Inayat Khan Azmat Khan	Independent Director	2	2

During the year under review, there has been no instance where the recommendations of the Stakeholders Relationship Committee have not been accepted by the Board. The terms of reference of the Stakeholders Relationship Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Stakeholders Relationship Committee is not applicable to the Company.

54. CREDIT RATING

The Company has not availed any Credit Rating.

55. GENERAL SHAREHOLDERS INFORMATION

Annual general Meeting: 7th Annual General Meeting of the Members of the Company will be held on Monday, 29^th September, 2025 at 5:30 PM through Video Conferencing (VC)/Other Audio Visual Means (OA VM) in compliance with the applicable provisions of the Companies Act, 2013 read with MCA General Circular no. 14/2020, dated 8th April, 2020, MCA General Circular no. 17/2020, dated 13th April, 2020; MCA General Circular No. 20/2020 dated 5th May, 2020, MCA General Circular no. 22/2020, dated 15th June,2020, MCA Circular No. 02/2021 dated 13th January, 2021, and MCA Circular No. 02/2022 dated 5th May, 2022 (hereinafter referred to as MCA Circulars) and in compliance with the provisions of the Companies Act, 2013 ("Act") and SEBI Circular dated 12th May, 2020, 15th January, 2021 and 13th May, 2022(hereinafter referred to as SEBI Circulars) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Book Closure: The Register of Members and Share Transfer Books of the Company will remain closed from 22^th September 2025, to 29^th September, 2025 (both days inclusive).

Listing on Stock Exchange	The Companys shares are listed on National Stock Exchange Limited at
	NSE SME platform with effect from March 07, 2024.
Address	Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra
	(East), Mumbai - 400051, India.
NSE Symbol	MVKAGRO

56. GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 25th Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Companys website at

57. ACKNOWLDGEMENTS

Your Directors take this opportunity to express their sincere thanks to the Central Government and Governments of various states, Financial Institutions, Bankers and Customers for their co-operation and assistance extended.

Your Directors also wish to express their deep appreciation for the integrity and hard work of all the employees of the Company at all levels to cope-up the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support received from the shareholders.

List of Policy adopted by board

Sr.	List of Policy	Link
No.
1.	Audit-Committee-Policy	https://mvkagrofood.com/wp-content/uploads/2024/08/Audit-
		Commitee-Policy_.pdf
2.	Code-For-Indepedent-	https://mvkagrofood.com/wp-content/uploads/2024/08/CODE-
	Directors-Policy	FOR-INDEPENDENT-DIRECTORS-Policy.pdf
3.	Code-Of-Conduct-Policy	https://mvkagrofood.com/wp-content/uploads/2024/08/Code-of-
		Conduct-Policy.pdf
4.	Composition-of-Various-	https://mvkagrofood.com/wp-content/uploads/2024/08/Composition-
	Committees	of-Various-Committees.pdf
5.	CSR-Policy	https://mvkagrofood.com/wp-
		content/uploads/2024/08/CSR_Policy.pdf
6.	Email-Id-address-for-	https://mvkagrofood.com/index.php/adresses/
	grievance
7.	Familiarization-of-	https://mvkagrofood.com/wp-
	Independent-Director	content/uploads/2024/08/Familiarization-of-Independent-Director.pdf
8.	Nomination-and-	https://mvkagrofood.com/wp-content/uploads/2024/08/Nomination-
	Remuneration-Policy	and-Remuneration-Policy.pdf
9.	Policy-for-Determining-	https://mvkagrofood.com/wp-content/uploads/2024/08/Policy-for-
	Material-Subsidiaries	determining-material-subsidiaries.pdf
10.	Preservation-of-	https://mvkagrofood.com/wp-content/uploads/2024/08/preservation-
	Documents-Policy	of-documents-policy.document.pdf
11.	RELATED-PARTY-	https://mvkagrofood.com/wp-content/uploads/2024/08/RELATED-
	TRANSACTION-POLICY	PARTY-TRANSACTION-POLICY.pdf
12.	RISK-MANAGEMENT-	https://mvkagrofood.com/wp-content/uploads/2024/08/RISK-
	POLICY	MANAGEMENT-POLICY.pdf
13.	Stakeholder-Relationship-	https://mvkagrofood.com/wp-content/uploads/2024/08/stakeholder-
	Committee	relationship-committee.pdf
14.	WHISTLE-BLOWER-	https://mvkagrofood.com/wp-content/uploads/2024/08/WHISTLE-
	POLICY	BLOWER-POLICY.pdf

Annexure - B

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company

Secretary during the financial year 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025

Name of the	Designation	Ratio of the remuneration	Percentage increase in
Director / CEO /		of each director to the	Remuneration during
CFO / Company		median remuneration of the		2024-25
Secretary /		employees of the Company
Manager		for the financial year 2024-
		25
	Managing	26.32 times	No	increase	in
Marotrao
	Director
Vyankatrao			remuneration		during
Kawale			the FY 2024-25
	Company	2.19 times	No	increase	in
Swapna Rajaram
	Secretary		remuneration		during
Bansode
			the FY 2024-25
Sandip Marotrao	CFO	10.96 times	No	increase	in
Kawale			remuneration		during
			the FY 2024-25

ii. The median remuneration of employees of the Company during the financial year was Rs 1,36,800 /-

(Rs 11,400 per month) iii. During the financial year there was no increase in median remuneration of employee. iv. There were 219 permanent employees on the rolls of the Company as on 31st March, 2025. v. There was no increase in the salaries of employees other than the managerial personnel in the last financial year i.e., 2024-25 whereas there is no increase in managerial remuneration for the same financial year. vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Annexure - C

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 [READ WITH RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014]

It is hereby affirmed that:

(i) No employee was in receipt of remuneration for the year in aggregate of more than Rs. 1.02 Crores;

(ii) No employee was in receipt of remuneration for any part of the year at a rate which in aggregate was more than Rs. 8.50 lacs per month;

(iii) No employee was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

(iv) Top Ten Employees in terms of Remuneration drawn for F.Y. 2024-25

			Remuner
S.		Designati			Experien	Date of
	Name		ation	Qualification
No		on			ce	joining
			(p.m.)
	Mr. Marotrao Vyankatrao	Managing
1			1,50,000	Graduate	5 Years	01/11/2023
	Kawale	Director
	Mr. Sandip Marotrao
2		C.F.O.	1,25,000	Graduate	1.5 Years	01/01/2023
	Kawale
	Mr. Shriram Gangadhar	General
3			1,10,000	Graduate	40 Years	01/01/2023
	Ambatwar	Manager
	Mr. Balaji Hanmantrao	Chief
4			1,05,000	Graduate	6.0 Years	31/08/2020
	Yendale	Engineer
	Mr. Vijay Nathuji	Chief
5			80,000	Graduate	3.5 Years	01/06/2024
	Ambarte	Chemist
	Mr. Prakash Marotrao
6		C.A.O.	70,000	Graduate	3 Years	23/09/2020
	Pawar
	Mr. Hanmant Gangaram	Dy. Chief
7			50,000	Graduate	2.5 Years	01/12/2020
	Tarate	Engineer
	Mr. Bachusing Mahadu
8		C.D.O.	50,000	Graduate	3.5 Years	03/08/2020
	Padwale
	Mr. Ibrahm Babusab	Godown
9			45,000	Graduate	3.5 Years	20/01/2021
	Mujawar	Keeper
10	Mr. Bagwat Dnyanoba
		C.S.O.	42,000	Graduate	3 Years	14/06/2021
	Wagh

Annexure - D

DISCLOSURE OF THE PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

A) CONSERVATION OF ENERGY

S.No	Particular	Remark
1.	the steps taken or impact on conservation	The Company	has	taken various		steps
	of energy;	forminimization	of energy		consumption by
		putting continuous efforts towards			optimization
		of perating	and	processing	activities,
		upgradationand	modernization		of	plant
		equipment etc.
2	the steps taken by the company for	Company engaged in		the generation of		Power
	utilizing alternate sources of energy	forcaptive consumption.			Residue	from
		sugarproduction	i.e. bagasse		and molasses are
		furtherused as raw materials			for generation of
		power.The Company		produces captive		power
		generationof 3MW and		utilizes 100% for self-
		consumption.
3	the capital investment on energy	NIL
	conservation equipments;

B) TECHNOLOGY ABSORPTION

From B: Disclosure of particulars with respect to
Technology absorption
Technology, absorption, adaptation and innovation
Efforts made towards technology absorption	NIL
The benefits derived like product improvement, cost	NIL
reduction, product development or import substitution
In case of imported technology (imported during the	NIL
last three years reckoned from the beginning of the
financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has
not taken place, and the reasons thereof; and
Research & Development (R & D) -
the expenditure incurred on Research and	NIL
Development

C) FOREIGN EXCHANGE EARNING AND OUTGO

Particulars	FY 2025	FY2024
Foreign Exchange earnings	Nil	Nil
Foreign Exchange outgo	Nil	Nil

Annexure - E

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies / joint ventures Part "A": Subsidiaries

Amount in Lacs

Sr. No.	Particulars
1.	Name of the subsidiary /associates	M/s Sai Krupa Dairy & Food Products
		Private Limited
2.	Reporting period for the subsidiary	NA
	concerned, if different from the holding
	companys reporting period
4.	Share capital	100.00
5.	Reserves & surplus	551.97
6.	Total assets	5310.30
7.	Total Liabilities	4658.33
8.	Investments	-
9.	Turnover	1675.26
10.	Profit /Loss before taxation	190.29
11.	Other Comprehensive Income	165.46
12.	Provision for taxation	29.00
13.	Profit after taxation(incl. other
		161.29
	comprehensive income)
14.	Proposed Dividend	0
15.	% of shareholding	99.99

ANEEXURE F

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^ST MARCH, 2025

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

M.V.K. AGRO FOOD PRODUCT LIMITED

CIN: L15316MH2018PLC304795 Gut No. 44 And 46, Kusumnagar, At Post Waghalwada, Umari, Nanded, Maharashtra- 431807

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M.V.K. AGRO FOOD PRODUCT LIMITED (herein after called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011-;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 – Not Applicable during the Audit Period;

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 - Not Applicable during the Audit Period;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021- Not Applicable during the Audit Period;

(h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations 2018- Not Applicable during the Audit Period;

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015; and

I report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with all the laws applicable specifically to the Company.

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

I further report that:

? The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors during the period under review

? Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

? All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that the compliance by the Company of applicable financial laws such as direct and indirect tax laws and maintenance of financial records and books of accounts have not been reviewed in this audit since the same have been subject to review by the Statutory Auditors, Tax Auditors and other designated professionals.

I further report that as per the explanations given to me and the representation made by the Management and relied upon by me, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there were following specific events / actions having a major bearing on Companys affairs in pursuance of the above-referred laws, rules, regulations, guidelines, standards, etc.:

? The shareholders of the Company at their Annual General Meeting held on September 28, 2024, have approved Appointment of M/s. N B T & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive financial years.

‘ANNEXURE A

To,

The Members,

M.V.K. AGRO FOOD PRODUCT LIMITED

CIN: L15316MH2018PLC304795 Gut No. 44 And 46, Kusumnagar, At Post Waghalwada, Umari, Nanded, Maharashtra- 431807

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Annexure - G

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY FOR THE FINANCIAL YEAR 2024-25

1. A brief outline of the companys CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes:

The CSR Committee of the Board was constituted by the Board of Directors in compliance with the requirement of the said section read with relevant rules.

The Company carries out CSR activities through directly and through trust registered with MCA. The Companys CSR Policy focuses on following major philanthropic areas: ? Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water. ? Promoting education by building schools and colleges and providing assistance for their maintenance. ? Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects. ? Empowering the girl child through education and other initiatives. ? Improving healthcare (including preventive healthcare) by distributing free medicines and setting up dispensaries, health centres and maintenance thereof and providing assistance to charitable hospitals. ? Promoting sports. ? Focusing on community development through donations.

During FY2024-25, as per Section 135 of the Act, an amount of Rs. 11.86 lakhs was required to be spent by the Company on CSR activities. The Company has spent Rs. 11.86 lakhs during FY2025, towards education of under privileged children, and it was decided to spend the balance by way of contribution to the Fund specified in Schedule VII, within a period of six months of the expiry of the financial year, as permitted under proviso to section 135(5) of the Companies Act, 2013. Accordingly, Rs. 11.86 lakhs to Guruji Foundation.

2. The composition of the CSR Committee:

Sl. No. Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1. Inayat Khan Azmat Khan	Independent Director - Chairman	2	2
2. Brijesh Jaynarayan Didvaniya	Independent Director	2	2
3. Ganeshrao Vyankatrao Kawale	Director	2	2
4. Kishanrao Vyankatarao Kawale	Director	2	2

3. Provide the web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company.

Composition of the CSR committee shared above and is available on the Companys website on-www.mvkagrofood.com

CSR policy-www.mvkagrofood.com

CSR projects: Not Applicable as the Company have not identified any CSR Project.

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).

Not Applicable.

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

Sl . No. Financial Year	Amount available for set-off from preceding financial years (in )	Amount required to be set-off for the financial year, if any(in )
	Not Applicable

6. Average net profit of the company as per section 135(5) - 593.00 Lakhs

7. (a) Two percent of average net profit of the company as per section 135(5) - 11.86 Lakhs

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years - Nil (c) Amount required to be set off for the financial year, if any- Nil (d) Total CSR obligation for the financial year (7a+7b-7c). - 11.86 Lakhs

8. (a) CSR amount spent or unspent for the financial year: NIL

Total Spent	Amount for the	Amount Unspent ( in Lakhs)
	Financial Year ( in Lakhs)	Total Amount transferred to Unspent CSR Account as per section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to section135(5)
		Amount ( in Lakhs)	Date of transfer	Name of the Fund	Amount ( in Lakhs)	Date of transfer
11.86		Nil	Nil	Nil	Nil	Nil

(b) Details of CSR amount spent against on-going projects for the financial year:

(1) (2)	(3)	(4)	(5)		(6)	(7)	(8)	(9)	(10)	(11)
Sl. No. Name of the Project	Item from the list of activities in Schedule VII to the Act	Local area(Ye s/No)	Location of the project		Project duration (in years)	Amount allocated for the project( in Lakhs)	Amount spent in the current financial year ( in Lakhs)	Amount transferred to Unspent CSR Account for the project as per Section 135(6) ( in Lakhs)	Mode of Implemen tation - Direct(Ye s/No)	Mode of Implementation- Through Implem enting Agency
			State	District						Name	CSR Registration number
					Not Applicable

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(1) (2)	(3)	(4)	(5)		(6)	(7)	(8)
Sl. No. Name of the Project	Item from the list of activities in	Local area(Ye	Location of the project		Amount spent for	Mode of implementation	Mode of implementation– Through implementing agency
	schedule VII to the Act	s/No)	State	District	the project ( in Lakh)	- Direct (Yes/No)	Name	CSR registration number
1 Environmental, river cleaning, social services and other similar social activities	Environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water	Yes	MH	Nanded	11.86	No	Guruji Foundation	CSR00089500

(d) Amount spent in Administrative Overheads - Nil

(e) Amount spent on Impact Assessment, if applicable - Not Applicable (f) Total amount spent for the Financial Year (8b+8c+8d+8e) - 11.86 lakhs (g)Excess amount for set off, if any-Nil

Sl.No. Particular	Amount ( in Lakhs)
(i) Two percent of average net profit of the company as per section135(5)	11.86
(ii) Total amount spent for the Financial Year	11.86
(iii) Excess amount spent for the financial year[(ii)-(i)]	-
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	-
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	-

9. (a) Details of Unspent CSR amount for the preceding three financial years:

Sl. No. Preceding Financial Year	Amount transferred to Unspent CSRAccountunders ection135(6)	Amount spent in the reporting Financial Year	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any			Amount remaining to be spent in succeeding
	( in Lakhs)	( in Lakhs)	Name of the Fund	Amount ( in Lakhs)	Date of transfer	financial years ( in Lakhs)
	Not Applicable as there was no unspent amount in the preceding 3 financial years

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sl. No. Project ID	Name of the Project	Financial Year in Which the project was commenced	Project duration	Total amount allocated for the project (in )	Amount spent on the project in the reporting Financial Year (in Rs)	Cumulative amount spent at the end of reporting Financial Year (in )	Status of the project - Completed /Ongoing
		Not Applicable as the company has not undertaken any project

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details).

(a) Date of creation or acquisition of the capital asset(s)- Nil

(b) Amount of CSR spent for creation or acquisition of capital asset. - Nil

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. - Nil (d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset). - Nil

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section135(5)- Not Applicable