Madhya Bharat Agro Products Ltd Directors Report

For the Year 2025-2026

Dear Members,

Your Directors have pleasure in presenting the 29^th Annual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS:

(H in Lakhs)

Particulars	2025-2026	2024-2025
Turnover and Other Income	188383.04	107041.48
Profit Before Taxation	17405.32	9462.15
Taxation/Deferred Tax	2387.08	3714.59
Profit /(Loss) after Tax	15018.24	5747.56
Other Comprehensive Income	5.05	(18.44)
Total Comprehensive Income	15023.29	5729.12
Earning Per Equity Share (Restated)	17.14	6.56

PERFORMANCE REVIEW AND STATE OF COMPANYS AFFAIRS

During the year ended, the Company has reported revenue from operations of H 186698.03 lakhs in its business as compare to H 105916.70 lakhs in last year

The Net Profit for the year ended March 31, 2026 stood at H 15018.24 lakhs as compared to H 5747.56 lakhs in last year. The Earnings per share (Restated) for the year is H 17.14.

CHANGE IN THE NATURE OF BUSINESS OF COMPANY

During the year under review, there is no change in the nature of business of Company.

LISTING OF THE COMPANY

The Shares of your Company are listed on Platform of “National Stock Exchange”. The annual Listing Fees for the Year 2026-27 will be paid within the prescribed time.

SHARE CAPITAL

As on March 31, 2026, the Company has authorized share capital of H 110,00,00,000 consisting of 11,00,00,000 Equity Shares of H 10/- each.

As on 31^st March 2026 the issued, subscribed and paid-up capital of the Company is H 87,62,69,400 comprising of 8,76,26,940 shares of H 10/- each.

During the year under review, the Company has not issued any equity shares with differential rights as to dividend, voting or otherwise, or any sweat equity shares to employees of the Company under any scheme. Accordingly, no disclosure is required under the applicable provisions of the Companies Act, 2013 and Rules made thereunder.

ANNUAL RETURN:

The information required pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended on March 31^st, 2026 is available on the website of the Company viz. http://www.mbapl.com

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report for the financial year ended 31^st March, 2026, is provided in Annexure I forming part of this report and the same is also available on the website of the Company.

STATUTORY AUDITORS & STATUTORY AUDITORS? REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s Ashok Kanther & Associates, Chartered Accountants, was appointed as the Auditor of the Company for a period of 5 consecutive years till the conclusion of 31st AGM to be held in the year 2028.

The Auditor?s Report is self-explanatory and therefore, does not call for any further comments/ clarifications and Auditor?s report does not contain any qualification, reservation or adverse remarks.

SECRETARIAL AUDITOR & SECRETARIAL AUDITORS? REPORT

In compliance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, approved the appointment of M/s Sourabh Bapna & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years commencing from 1st April 2025 to 31st March 2030 which was subsequently approved by the shareholders at the Annual General Meeting of the Company held on 02^nd September 2025.

The Secretarial Audit report for financial year 2025-26 received from Sourabh Bapna & Associates is provided in Annexure II forming part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

COST AUDITOR AND COST RECORD

The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

For the financial year 2025-26, M/s. K. C. Moondra & Associates, Cost Accountant has conducted the audit of the cost records of the Company.

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, and on the recommendation of the Audit Committee, the Board has appointed M/s K.C. Moondra & Associates, Cost Accountants (Registration No. 101814), at such remuneration as shall be fixed by the board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year ending 31^st March, 2027. The appointment and the remuneration of the cost Auditor is required to be ratified subsequently by the Members of the Company.

Your Company is required to maintain cost records, and accordingly, such accounts and records are maintained.

INTERNAL AUDITOR & AUDITORS? REPORT

As per section 138 of The Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the company has Appointed Akshat Jain, Chartered Accountant, as Internal Auditor to conduct Internal Audit for the Financial Year 2026-2027.The Company has received their consent for Re-appointment.

The Internal Audit Report is received by the Company and the same is reviewed and approved by the Audit Committee and Board of Directors for the year 2025-2026. All the observations made by the Internal Auditors have been attended to.

INTERNAL CONTROL SYSTEM

The company has in place an adequate internal control system, which is commensurate with the size, scale and complexity of the company. The Company uses the SAP platform where-in the roles, responsibilities and authorities are well defined and no deviation is allowed without management approval. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit compliance is ensured by the Internal Auditors to the Audit Committee of the Board.

REPORTING OF FRAUDS BY AUDITORS, IF ANY

No fraud has been reported by auditors under section 143 (12) of the companies act 2013.

RESERVES

During the year under review, The Board of Directors of the Company has not recommended for transfer of any amount to the Reserve from surplus for the Financial Year ended March 31, 2026. An amount of 44557.12 Lakhs (previous year 29977.02 Lakhs) is proposed to be held as Retained Earnings.

DIVIDEND & DIVIDEND POLICY

The Directors are pleased to recommend a final dividend of 0.50 per share (i.e., 5%) on the Equity Shares of the company of face value of H 10 each for the year ended March 31,2026 (previous year 0.50 per share). The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.

The Dividend payout for the Financial Year under review is in accordance with the Company?s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy of the Company is made available on the website of the Company viz. www.mbapl.com.

DEPOSITS

The Company has not accepted any deposits covered under section 73 of the Companies Act, 2013.

NO DEFAULT

The company has not defaulted in payment of interest and/or repayment of loan to any of the financial institutions and/or bank.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of the date of this report, the Company?s Board comprised of 8 (Eight) Directors viz., 3(Three) Independent Non-Executive Directors, 1 (One) Woman Independent Non-Executive Director, 1 (One) Promoter and Managing Director, 1 (One) Whole time Director & CFO, and 2 (Two) Promoter and Non-Executive Directors. The Chairman of the Board is also Promoter Non - Executive Director.

Retirement by Rotation

In accordance with provisions of Companies Act, 2013 and Company?s Articles of Association, Mr. Praveen Ostwal (DIN:00412207), Director of the Company, retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Key Managerial Personnel

Mr. Pankaj Ostwal, Managing Director of the Company, Mr. Sourabh Gupta, Whole Time Director & Chief Financial Officer and Ms. Pallavi Sukhwal, Company Secretary of the Company were designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy on appointment of directors, remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company?s website at www.mbapl.com.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. The terms and conditions for appointment of the Independent Directors are incorporated on the website of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors duly met 8 (Eight) times on 09^th May 2025, 19^th June 2025, 11^th July 2025, 06^th August 2025, 17^th September 2025, 08^th October 2025, 08^th January 2026 and 19^th February 2026 in F.Y. 2025-26 for which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

INSOLVENCY AND BANKRUPTCY CODE & ONETIME SETTLEMENT

The company does not make any application under the Insolvency and Bankruptcy Code, 2016 and There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code).

Further, there has not been any instance of one-time settlement of the Company with any bank or financial institution.

PARTICULARS OF EMPLOYEES

The information required pursuant to the Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company is provided in Annexure III forming part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

The details as required under section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 of Companies (Account) Rule, 2014 for conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure IV forming part of this report.

PARTICULAR OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186

The information required for loans given, investment made or guarantee given or security provided during the year under section 186 of the Companies Act, 2013 read with the rule 11 of Companies (Meetings of Board and its power) Rule, 2014 is provided in Annexure V forming part of this report and also

provided in the financial statement of the Company (please refer Notes of the balance sheet).

RISK MANAGEMENT

Proper Risk Management Practices have been followed for the purpose of risk identification, analysis, and mitigation planning, monitoring, and reporting. Although, all risks cannot be eliminated, but mitigation and contingency plans are developed to lessen their impact if they occur.

The Company has constituted a Risk Management Committee, as per the details set out in the Corporate Governance Report. The Company has formulated a Risk Management Policy to ensure risks associated with the business operations are identified and risk mitigation plans put in place. Details of the key risk associated with the business are given in the Management Discussion and Analysis Report.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as applicable.

RELATED PARTY TRANSACTION UNDER SECTION 188

All related party transactions that were entered into during the financial year were on arm?s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company during the financial year which were in the conflict of interest of the company.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure VI in Form AOC- 2 and the same forms part of this report.

Related party transactions as required under the Indian Accounting Standards are disclosed in Notes to the financial statements of the Company for the financial year ended March 31,2026. The Policy on Related Party Transaction is available on the Companys website at https://www.mbapl.com

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, as required pursuant to the SEBI ((Listing Obligations & Disclosure Requirements) Regulations, 2015, is provided in Annexure VII and Annexure VIII respectively forming part of this report.

BOARD EVALUATION:

Pursuant to the relevant provisions of the Companies Act, 2013 and the Listing regulations, the Board has carried out an annual performance evaluation of its own, working of its Committees and the Directors. The Nomination and Remuneration Committee has carried out evaluation of every Director. The Independent Directors evaluated performance of the NonIndependent Directors, the Board as whole and the Chairperson of the Company.

COMMITTEES OF BOARD:

The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements), Regulation, 2015:

AUDIT COMMITTEE DISCLOSURE UNDER SECTION 177:

The Audit Committee of the Company consists of 2 Independent Directors and 1 Executive Director. The Chairman of the Audit Committee is financially literate and majority of them having accounting or related financial management experience. Company Secretary acts as Secretary to the Committee.

The following Directors are the members of Audit Committee.

(1) Shri Bheru Lal Ostwal	Chairman
(2) Shri Sourabh Gupta	Member
(3) Shri Paras Mal Surana	Member

During the year, the Committee had 4 Meetings i.e. on 09^th May 2025, 11^th July 2025, 08^th October 2025 and 08^th January 2026.

NOMINATION & REMUNERATION COMMITTEE DISCLOSURE UNDER SECTION 178:

In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, the Nomination and Remuneration Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company. Policy is disclosed on the website of the Company viz. www.mbapl.com

The following Directors are the members of nomination and Remuneration Committee.

(1) Shri Bheru Lal Ostwal	Chairman
(2) Shri Gopal Inani	Member
(3) Shri Paras Mal Surana	Member

The Committee meets as and when any remuneration is to be fixed for any Director /Managing Director and Key Managerial Personnel. During the year the Committee had a 2 Meetings i.e. on 09^th May 2025 and 08^th October 2025.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The following Committee of Directors looks after the Investor Grievances:

(1) Smt. Shruti Babel	Chairman
(2) Shri Gopal Inani	Member
(3) Shri Sourabh Gupta	Member

During the year the 1 Stakeholder Relationship Committee meeting was held on 09^th May 2025.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programme to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors. CSR Policy is disclosed on the website of the Company viz. http://mbapl.com/pdf/CSR Policy MBAPL.pdf

As per provision of new enacted Company Act, 2013, the Board of Directors have formed Corporate Social Responsibilities Committee having the following members: -

(1) Shri Gopal Inani	Chairman
(2) Shri Paras Mal Surana	Member
(3) Shri Bheru Lal Ostwal	Member

Our Company considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of society. As part of its initiatives under “corporate social responsibility” (CSR), the company has contributed funds for eradicating hunger, poverty, promotion of education and other activities as part of the CSR initiative.

During the year the Committee had 2 Meetings i.e. on 09^th May 2025 and 11^th July 2025.

Annual Report on Corporate Social Responsibility of the Company is provided in Annexure IX forming part of this report.

RISK MANAGEMENT COMMITTEE:

The Board of Directors of the Company have constituted a Risk Management Committee to inter-alia, assist the Board in overseeing the responsibilities with regard to identification, evaluation and mitigation of operational, strategic and external environmental risks.

The following Directors are the members of Risk Management Committee.:

(1) Shri Gopal Inani	Chairman
(2) Shri Paras Mal Surana	Member
(3) Shri Sourabh Gupta	Member

During the year, the 2 Risk Management Committee Meetings were held on 11th July 2025, and 08th January 2026.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has established vigil mechanism policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company?s Code of Conduct or Ethics Policy. Vigil Mechanism Policy is disclosed on the website of the Company viz. http://mbapl.com/ pdf/Vigil-mechanism.pdf

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Joint Venture and Associate Companies at the end of the year.

CREDIT RATINGS:

The Company?s credit rating was reaffirmed during the year under review. CRISIL Ratings Limited have reaffirmed the rating as follows:

1. For Long Term Bank facilities: CRISIL A+/Stable

2. For Short Term Bank facilities: CRISIL A1 (Reaffirmed)

TRANSFER OF UNCLAIMED DIVIDEND/SHARES/ UNCLAIMED BONUS SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

In respect of the dividend declared for the previous financial years H 361979.50 remained unclaimed as on March 31, 2026. Further, pursuant to provisions of Section 124(5) of the Companies Act, 2013, dividend lying unclaimed in the unpaid dividend account for a period of 7 (Seven) years is required to be transferred by the Company to the Investor Education & Protection Fund (“IEPF”). Accordingly, an amount of H 4500 (Rupees Four Thousand Five Hundred) being dividend for the financial year 2018-19 lying unclaimed for a period of 7 years will be transferred by the Company to the IEPF. Details of the abovementioned unclaimed dividend/shares transferred to IEPF have been uploaded on the website of the Company, accessible at https://www.mbapl.com

DETAILS OF NODAL OFFICER

According to rule 7(2A), each company shall nominate a Nodal Officer, who shall either be a Director or Chief Financial Officer or Company Secretary of the Company. The Company had appointed Mr. Sourabh Gupta, Whole Time Director and Chief Financial Officer of the Company as a Nodal Officer as per the above said rule.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Company has duly constituted internal complaints committee as per the said Act.

The following is a summary of sexual harassment complaints received and disposed off during the year 2025-2026.

No. of complaints received: Nil

No. of complaints disposed off: Nil

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) & 134 (5) of the Companies Act, 2013 with respect to Directors? Responsibility Statement, it is hereby confirmed:

(a) That in the preparation of the Accounts for the Financial Year ended 31^st March 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit of the company for the year under review.

(c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) That the Directors have prepared the accounts for the financial year ended 31^st March 2026 on a going concern basis.

(e) That the Directors have laid down internal financial controls to be followed by the company and, that such internal financial controls are adequate and were operating effectively.

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

HEALTH, SAFETY AND QUALITY MANAGEMENT

Your Company is ISO 9001:2015 certified and maintains high quality of product and processes and the company is conscious about its responsibility towards the upkeep of environment and maintenance of high safety and health standards at its work places.

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

ACKNOWLEDGEMENT

Your Company and its Directors are thankful to the Central and State Government Departments, Organizations and Agencies for their continued guidance and co-operation. The Directors are grateful to all valuable Stakeholders, Dealers, Vendors, Banks and other financial institutions/intermediaries for their excellent support and help rendered during the year. The Directors also acknowledged the appreciation to the team of executives, staff and workers, who have shown devotion and efficiency in performing their jobs.

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
	(Pankaj Ostwal)	(Sourabh Gupta)
Place: Bhilwara	Managing Director	Whole Time Director & Chief Financial Officer
Date: 17.04.2026	DIN:02586806	DIN:07177647