MRP Agro Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present the 8th Annual Report along with Audited Consolidated and Standalone Financial Statements of MRP Agro Limited (the Company) for the Financial Year ended March 31, 2026.

Financial Highlights

The Audited Consolidated and Standalone Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Accounting Standards ("AS"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act") read with Rule 7 of the Companies (Accounts) Rules, 2014.

The summarized financial highlight is depicted below:

(Amt in lakhs)

Particulars	F.Y. 2025-26 Standalone	F.Y. 2025-26 Consolidated	F.Y. 2024-25 Standalone	F.Y. 2024-25 Consolidated
Revenue From Operations	5,905.93	5,908.85	10,392.35	-
Other Income	130.11	148.66	119.84	-
Total Income	6,036.04	6,057.51	10,512.19	-
Total Expenses before Depreciation, Finance Cost and Tax	5,362.13	5,373.29	9,443.50	-
Earnings Before Interest, Taxes, Depreciation and Amortization Expense	673.92	684.24	1,068.69	-
Finance Cost	7.24	7.24	23.36	-
Depreciation and Amortization Expense	153.42	153.42	141.38	-
Profit (loss) Before exceptional & Extraordinary items and Tax	513.26	523.58	903.95	-
Exceptional items	-	-	-	-
Extraordinary items	-	-	-	-
Profit Before tax	513.26	523.58	903.95	-
Tax Expense:	110.98	113.48	214.26	-
Current Tax Expense	130.09	132.59	171.92	-
Deferred Tax Expenses	-19.11	-19.11	42.34	-
Profit After Tax	402.28	410.09	689.68	-

1. Previous year figures have been regrouped/re-arranged wherever necessary.
2. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.
3. Add a clarifying footnote stating that Consolidated figures for FY 2024-25 are not applicable as the subsidiary (PRM Tradelink Private Limited) was acquired during FY 2025-26 (on June 10, 2025).

Business Overview

FY25-26 was a year of continued progress for your Company, marked by resilient execution, and strengthening of the foundations required to scale a broader Agro platform. The year unfolded against a dynamic operating backdrop characterized by commodity volatility, inflationary pressures, evolving consumption patterns, and disruptions across global supply chains. Yet, amidst these external challenges, your Company continued to execute with agility and discipline, reinforcing its position as one of the Indias Agro Processing companies.

Your Company recorded a consolidated revenue from operations of 5,908.85 Lakhs in FY25-26, supported by the expansion of business operations following the acquisition of PRM Tradelink Private Limited on June 10, 2025.

On a standalone basis, your Company recorded revenue from operations of ?5,905.93 Lakhs in FY25-26. Operating profit before interest, depreciation, and tax (EBITDA) stood at ?673.92 Lakhs against ?1,068.69 Lakhs in the previous year. Profit After Tax for the current year stood at ?402.28 Lakhs, reflecting a decline of 41.67% compared to ?689.68 Lakhs in the previous financial year. A detailed report on operations and the business structure of the Company has been included in the Management Discussion and Analysis Report, which forms part of this Annual Report as Annexure - D.

Dividend

Considering the future outlook, a long-term interest and working capital need, the company has not recommended any dividend for the financial year 2025-26.

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

Transfer to General Reserve

During the year, your Company has not apportioned any amount to other reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of your Company.

Change in nature of business

During the year under review, there was no change in the nature of business of the Company. The Company continues to operate in line with its main object and remains engaged in the same line of business.

Change in the Registered Office

During the year under review, there was change in the registered office of the Company within the local limits of the city, wherein

The Registered Office of the Company was shifted from:

House No.100, First Floor, Ward No.23, Infront of Thane Ajak, Civil Line Road, Tikamgarh-472001, Madhya Pradesh, India

To

Plot No. 22 Semi Urban Industrial Area, Dhonga,

Tikamgarh-472001, Madhya Pradesh, India.

Changes in Share Capital

AUTHORIZED SHARE CAPITAL

During the year under review, there was no change in the authorized capital of your Company.

The authorized equity share capital of your Company is 12.00 crore divided into 1,20,00,000 equity shares of 10/ each.

ISSUED, SUBSCRIBED & PAID-UP SHARE CAPITAL

As of April 01, 2025, the Companys issued, subscribed and paid-up equity share capital was:

11,10,82,700 (Rupees Eleven Crore Ten Lakh Eighty-Two Thousand Seven Hundred only) divided into 1,11,08,270 (One Crore Eleven Lakh Eight Thousand Two Hundred Seventy) equity shares of ?10 each.

During the year under review:

1. Issuance of Fully Convertible Warrants (FCWs)

On July 29, 2025, the Board approved the issuance of up to 3,91,730 (Three Lakh Ninety-One Thousand Seven Hundred Thirty) Fully Convertible Warrants ("Equity Warrant(s)") each convertible into, at an issue price of Rs. 130/- per warrant (including premium of Rs. 120/- per warrant) on preferential basis to the Promoters upon receipt of 25% of issue price each convertible into 1 equity share of ?10 each.

2. Conversion of Warrants into Equity Shares: On March 02, 2026 the Board approved the conversion of 3,91,730 warrants into 3,91,730 equity shares of 10 each, upon receipt of 75% of the issue price from the following warrant holders:

Sr. No. Name of the Warrant Holders	Total no. of warrants held	No. of warrants applied for conversion	No. of Equity Shares allotted	Amount received being 75% of the issue price per warrant	No. of warrants pending for conversion
1. Manish Kumar Jain	127000	127000	127000	12382500	-
2. Raksha Jain	142000	142000	142000	13845000	-
3. Manish Kumar Jain HUF	121000	121000	121000	11797500	-
4. Roshni Jain	1730	1730	1730	168675	-
Total	391730	391730	391730	38193675	-

As a result, the issued, subscribed and paid-up equity share capital increased from 11,10,82,700 to 11,50,00,000, comprising 1,15,00,000 equity shares of 10 each.

Utilization of Funds Raised Through Conversion of Warrants

During the year under review, the Company raised funds through allotment of equity shares via convertible warrants, as detailed below. The proceeds have been fully utilized for the purposes stated in the respective offers, with no deviation or variation in the end-use of funds.

The Company raised Rs. 5,09,24,900/- (Five Crore Nine Lakh Twenty-Four Thousand Only) by issuance of up to 3,91,730 fully convertible warrants, at an issue price of Rs. 130/- per Equity Share (including a share premium of Rs. 120 per Equity Share) on preferential basis to Promoters upon receipt of 75% of issue price. This amount represents 100% of the issue price (130 per warrant).

The gross proceeds from the Preferential Issue have been allocated and utilized as detailed below: (Rs. in Lakhs)

Sr. No. Original Object	Original Allocation	Funds Utilized till March 31, 2026
1. To meet Working Capital requirements	Rs. 509.25	Rs. 509.25

Further, there is no deviation/variation in the utilization of the gross proceeds raised through Preferential Issue of equity shares/warrants/conversion of warrants.

Board of Directors and Key Managerial Personnel

Constitution of Board

As of March 31, 2026, your Companys Board had 4 (Four) directors comprising of 1 (One) Executive Director, 1 (one) Non-Executive Non-Independent Director and 2 (Two) Non-Executive Independent Directors. The details of Board and Committee composition, tenure of Directors, and other details are as mentioned herewith. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for executive functioning.

1 Committee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies. 2 Excluding LLPs, Section 8 Company & Struck Off Companies.

Name of Director	Category Cum Designation	Date of Original Appointment	Date of Appointment at current Term & designation	Total Directorship in other Companies?	No. of Committee? in which Director is Member	No. of Committee? in which Director is Chairman	No. of Equity Shares held as on March 31, 2026
Mr. Manish Kumar Jain	Chairman cum Managing Director	April 13, 2018	October 11, 2025	2	2	-	30,43,000
Mrs. Raksha Jain	Non-executive Non-Independent Director	April 13, 2018	October 11, 2025	1	1	-	27,13,000
Mr. Deepak Luhar	Non Executive Independent Director	October 12, 2020	October 11, 2025	0	2	1	-
Mr. Santosh Kumar Lohiya	Non-Executive Independent Director	October 12, 2020	October 11, 2025	0	2	1	-

1 Committee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies. 2 Excluding LLPs, Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Details of Key Managerial Personnel

In accordance with the provisions of Section 203 of the Companies Act, 2013, the following individuals served as Key Managerial Personnel (KMP) of the Company during the financial year 2025-26:

Sr. No.	Name	Designation
1.	Mr. Manish Kumar Jain	Chairman cum Managing Director
2.	Mr. Neetesh Sahu	Chief Financial Officer
3.	Ms. Gunjan Gupta*	Company Secretary and Compliance Officer
4.	Ms. Akansha Sawlani**	Company Secretary and Compliance Officer

*Ms. Gunjan Gupta ceased to be Company Secretary and Compliance Officer w.e.f December 22, 2025. **Ms. Akansha Sawlani was appointed as Company Secretary and Compliance Officer W.e.f. January 01, 2026

Appointment/change in designation of Directors

During the year under review, the following changes took place in the Directorships:

Re-designation/Re-Appointment:

1. Mr. Manish Kumar Jain (DIN: 08110055) has been re-appointed as the Managing Director of the Company for a period of five (5) years w.e.f October 11, 2025.
2. Mrs. Raksha Jain (DIN: 08110056) was regularized as a Non-Executive Director of the Company
3. Mr. Santosh Kumar Lohiya (DIN: 08534024) was re-appointed as Non-Executive Independent Director for a second term of 5 years commencing from October 11, 2025.

4. Mr. Deepak Luhar (DIN: 08906642) was re-appointed as Non-Executive Independent Director for a second term of 5 years commencing from October 11, 2025.

Re-appointment of director(s) retiring by rotation:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and the Articles of Association of your Company, Mrs. Raksha Jain (DIN: 08110056) is liable to retire by rotation at the ensuing AGM and being eligible, offer herself for re-appointment.

The Board, on the recommendation of Nomination and Remuneration Committee (NRC) of the Company, recommends the re-appointment of Mrs. Raksha Jain as a Director for your approval.

A brief profile of Mrs. Raksha Jain (DIN: 08110056), along with other requisite details as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions of Secretariat Standard-2, has been included in the Notice convening the 08th AGM and forms part of this Annual report.

Disclosure By Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, and intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Board meetings and attendance of directors

The Board of Directors of the Company meets at regular intervals to deliberate on business opportunities, policies, strategies, and other key matters concerning the Company. In addition to scheduled meetings, the Board also convenes additional meetings as and when necessary.

The Board met 11 times during the year under review on 15-04-25, 22-07-25, 29-07-25, 18-08-25, 10-10-25, 08-11-25, 16-12-25, 31-12-25, 07-02-26, 02-03-26, 25-03-26.

The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided herewith.

The details of attendance of each Director at the Board Meetings are given below:

Name Of Director	Designation	Number Of Board Meeting Held	Number Of Board Meetings Eligible to Attend	Number Of Board Meeting Attended	Presence At the Previous AGM of F.Y. 2025-26
Mr. Manish Kumar Jain	Chairman cum Managing Director	11	11	11	Yes
Mrs. Raksha Jain	Non-Executive Non Independent Director	11	11	11	Yes
Mr. Deepak Luhar	Non-Executive Independent Director	11	11	11	Yes
Mr. Santosh Kumar Lohiya	Non-Executive Independent Director	11	11	11	Yes

Committees of Board

As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. As on March 31, 2026, the Board has the following committees.

The Board has approved the terms of reference for each of these committees. All the Committees of the Board hold their meetings at regular intervals and make their recommendations to the Board from time to time as per the applicable provisions of the Act and the Listing Regulations. There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee. The composition and the schedule of meets is given hereunder:

AUDIT COMMITTEE

As per the applicable provisions of the Section 177 of the Companies Act, 2013 and also to comply with Regulation 18 of SEBI Listing Regulations, 2015 applicable upon listing of the Companys Equity shares on SME platform of BSE, the constituted Audit Committee comprises following members:

The Audit Committee met Four (05) times during the year i.e. on 15-04-2025, 22-07-2025, 29-07-25, 08-11-2025, and 07-02-2026.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Director	Status in Committee	Designation in the company
Mr. Deepak Luhar	Chairman	Non-Executive Independent Director
Mr. Santosh Kumar Lohiya	Member	Non-Executive Independent Director
Mr. Manish Kumar Jain	Member	Chairman Cum Managing Director

Attendance of Directors in Audit Committee during the Committee Meeting:

Name of the Director	Number of meetings held	Number of Meetings attended
Mr. Deepak Luhar	5	5
Mr. Santosh Kumar Lohiya	5	5
Mr. Manish Kumar Jain	5	5

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever required. As well as Company Secretary and Chief Financial Officer of the Company are regular invitees at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors

VIGIL MECHANISM

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, to facilitate reporting of genuine concerns about unethical or improper activity, without fear of retaliation.

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

The said policy is uploaded on the website of your Company https://www.mrpaqro.com/resource/Investors Corner/Policy. During the year under review, no complaint was received and/or pending under the Vigil Mechanism/Whistle Blower Policy of the Company.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has formed Stakeholders Relationship Committee in line with the provisions Section 178 of the Companies Act, 2013.

The company has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Director	Status in Committee	Designation in the company
Mr. Santosh Kumar Lohiya	Chairman	Non-Executive Independent Director
Mr. Deepak Luhar	Member	Non-Executive Independent Director
Mr. Manish Kumar Jain	Member	Chairman Cum Managing Director

Attendance of Directors in Stakeholders Committee Meeting:

Name of the Director	Number of meetings held	Number of Meetings attended
Mr. Deepak Luhar	4	4
Mr. Santosh Kumar Lohiya	4	4
Mr. Manish Kumar Jain	4	4

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2026.

NOMINATION AND REMUNERATION COMMITTEE

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

The Nomination and Remuneration Committee met Three (03) times during the year i.e. on 10-10-25, 31-12-25, 25-03-26.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Director	Status in Committee	Designation in the company
Mr. Deepak Luhar	Chairman	Non-Executive Independent Director
Mr. Santosh Kumar Lohiya	Member	Non-Executive Independent Director
Mrs. Raksha Jain	Member	Non-Executive Non Independent Director

Attendance of Directors in Nomination and Remuneration Committee Meeting:

Name of the Director	Number of meetings held	Number of Meetings attended
Mr. Deepak Luhar	3	3
Mr. Santosh Kumar Lohiya	3	3
Mrs. Raksha Jain	3	3

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company is framed with the objective of fostering a high-performance culture across the organization. The Policy is designed to attract, retain, and motivate qualified personnel in a competitive market environment and to align the aspirations of the employees with the long-term goals of the Company.

The Company pays remuneration to its Executive Directors and Key Managerial Personnel (KMPs) by way of salary, benefits, perquisites, and allowances. The structure of remuneration is in accordance with the applicable 1st of every financial year, within the limits approved by the shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is available on the Companys website and can be accessed at: https://www.mrpaqro.com/resource/Investors Corner/Policy

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out the annual evaluation of the performance of the Board as a whole, its committees, and individual Directors, including the Chairman.

The evaluation process was conducted in the following manner:

• Board Evaluation: The performance of the Board was assessed based on various criteria, including its composition, diversity, structure, effectiveness of processes, quality of deliberations, access to information, and overall functioning. Feedback was sought from all Directors to ensure a comprehensive and objective review.
• Committee Evaluation: Each Committee of the Board was evaluated based on its composition, clarity of roles and responsibilities, frequency and effectiveness of meetings, and the quality of contributions made by Committee members.
• Individual Director Evaluation: The performance of individual Directors, including Executive and Non-Executive Directors, was reviewed by the Board and the Nomination and Remuneration Committee. The assessment included parameters such as level of preparedness, participation in meetings, constructive inputs during deliberations, and overall contribution to the governance and strategic direction of the Company.
• Chairman Evaluation: The performance of the Chairman was evaluated separately, focusing on leadership qualities, fostering an open and transparent environment, and facilitating effective communication between the Board and management.
• A separate meeting of the Independent Directors was held, where they evaluated the performance of the Non-Independent Directors, the Board as a whole, and the performance of the Chairman. The outcome of this evaluation was discussed in the subsequent Board meeting.
• Additionally, the performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated.
• The outcome of the evaluations confirmed that the Board and its Committees are functioning effectively and that the Directors are contributing meaningfully to the Companys growth and governance.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended March 31, 2026 the applicable accounting standards have been followed and that no material departures have been made from the same;
b) The Directors have selected such accounting policies and applied them consistently and have 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 or loss of the Company for the year;
c) 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) The Directors have prepared the Annual Accounts for the year ended March 31, 2026 on going concern basis;

e) The Directors have laid down the 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal Financial Control System And Their Adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Policy on Directors Appointment and Remuneration

Pursuant to Section 178(3) of the Act, your Company has framed a Policy on Directors appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company and link for the same https://www.mrpgro.com/resource/Investors_Corner/Policy

The Remuneration Policy for selection of Directors and determining Directors independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Public Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY25-26 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particulars of Loans, Guarantees, Investments & Security

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Information on Subsidiary, Associate And Joint Venture Companies

A list of subsidiaries / associates / joint ventures of your Company is provided as part of the notes to the consolidated financial statements.

During the year under review, the Company acquired majority stake in the following entity and it became a subsidiary of your Company:

PRM Tradelink Private Limited

Sr. No. Name of company	Address of Registered Office	Nature of Business
1 PRM Tradelink Private Limited	H. No. 20053, Civil Line, Harijan Thane Ke Samne, Tikamgarh, Chhatarpur-472001, Madhya Pradesh, India.	The Company is engaged in business activity of manufacturing, brokering, trading, distributing and providing services related to a wide range of goods, including food grains, oilseeds, pulses and agricultural commodities, both on a retail and wholesale basis.

As on March 31, 2026, your Company does not have any material subsidiary in terms of the provisions of the SEBI Listing Regulations, as amended. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 annexed as Annexure A, which forms part of this Integrated Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Companys registered office and that of the respective subsidiary companies concerned. In accordance with the provisions of Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company https://www.mrpaqro.com/resource/Investors_Corner/Policy

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2026.

Contracts Or Arrangements With Related Parties

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions.

The Audit Committee of your Company comprises of majority of the Independent Directors. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

During the year, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for the FY25-26 and hence does not form part of this report

The Policy on Related Party Transactions is available on your Companys website and can be accessed using the link https://www.mrpaqro.com/resource/Investors_Corner/Policy

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

The details of the related party transactions for the Financial Year 2025-26 are provided in the notes to the financial statements, which form an integral part of this Annual Report.

Compliance With the Provisions of Secretarial Standards Of ICSI

The Company has complied with the applicable provisions of the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under the Companies Act, 2013.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2026 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using https://www.mrpaqro.com/resource/home

Particulars of Employees

Your Company had 15 (standalone basis) employees as of March 31, 2026. The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration are provided in Annexure - B of this report.

Further, the information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the said Rules, in respect of the top ten employees in terms of remuneration drawn and other particulars of employees, is not applicable to the Company during the year under review. Accordingly, no separate annexure in this regard has been included as part of this Report.

Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year (i.e., March 31, 2026) and the date of this Report.

Significant And Material Orders Passed by Regulators or Courts

There have been no significant and material orders passed by any regulators, courts, or tribunals which would impact the going concern status of the Company or its future operations.

Details of litigation, if any, pertaining to tax and other matters are disclosed in the Auditors Report and the Financial Statements, which form an integral part of this Annual Report.

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:

No such incidence took place during the year.

Prevention Of Sexual Harassment At Workplace

The Company is committed to providing a safe, secure, respectful, and inclusive workplace where all employees are treated with dignity and respect. The Company has adopted a zero-tolerance approach towards sexual harassment and is committed to fostering a work environment free from harassment, discrimination, and intimidation. Appropriate measures are taken to promote awareness among employees and to encourage a culture of mutual respect, professionalism, and equal opportunity.

The Company has adopted a Prevention of Sexual Harassment Policy that ensures protection against sexual harassment and provides a framework for addressing complaints in a gender-neutral and confidential manner.

During the year under review,

a) number of complaints of sexual harassment received in the year - NIL
b) number of complaints disposed of during the year - NA
c) number of cases pending for more than ninety days - NA

The Policy is available on the Companys website at https://www.mrpgro.com/resource/home

Compliance to the Provisions Relating to the Maternity Benefits Act, 1961

The Company is in full compliance with the provisions of the Maternity Benefit Act, 1961. However, no maternity benefits were claimed by any employee during the financial year.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

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, information relating to energy conservation, technology absorption, and foreign exchange earnings and outgo for the year under review is annexed to this Report as Annexure - C.

Risk Management

The Company has established a robust risk management framework that includes risk identification, assessment, mapping, and mitigation processes. This mechanism aims to minimize the potential impact of both business and non-business risks by implementing proactive mitigation strategies.

The risk management process is based on evaluating the probability of occurrence and potential impact, allowing for appropriate preventive actions. A structured and periodic assessment is carried out to identify, evaluate, monitor, and control risks, thereby safeguarding the Companys assets and reputation.

The Company has in place an adequate internal control system that is commensurate with the size and nature of its business operations. These controls ensure the safeguarding of assets, accuracy of accounting records, prevention of fraud, and compliance with applicable laws and regulations.

The internal control framework is supported by:

• Regular internal audits conducted by the appointed Internal Auditor,
• Management reviews and checks, and
• Well-defined policies and procedures for operational efficiency.

The statutory auditors, M/s. A.Y. & Company, Chartered Accountants (FRN: 020829C), have audited the financial statements for the financial year 2025-26 and provided their report on internal financial controls under Section 143 of the Companies Act, 2013. This report forms part of the Audit Report annexed with the Annual Report.

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of Internal control systems and keeps the board of directors informed of its major observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2026, our internal financial controls were adequate and operating effectively.

Corporate Governance

The Company firmly believes that good corporate governance is the cornerstone of sustainable corporate growth and long-term stakeholder value creation. The principles of integrity, transparency, fairness, and accountability are deeply embedded in the Companys culture and operations.

Although compliance with the provisions of Regulations 17 to 27 and certain clauses of Regulation 46(2) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company by virtue of its listing on the BSE SME Platform of BSE Limited, the Company voluntarily adheres to high standards of corporate governance and ethical business conduct.

Accordingly, a separate Corporate Governance Report is not applicable and does not form part of this Report. However, the Company remains committed to adopting best governance practices.

Corporate Social Responsibility (CSR)

As per Section 135(1) of the Companies Act, 2013 the net profit of the company as on March 31, 2026, is exceeding Rs. 5.00 Crore (rupees five crore only). According to Section 135(9) of the Companies Act, 2013, if a companys expenditure under sub-section (5) is less than fifty lakh rupees and as per sub-section (6) of section 135 the company does not have any funds in its Unspent Corporate Social Responsibility Account, then the obligation to form a Corporate Social Responsibility Committee under sub-section (1) does not apply. In such cases, the functions of such Committee provided under this section shall be discharged by the Board of Directors of such company.

Further, the Board of Directors has approved the Corporate Social Responsibility Policy which is available on the Companys Website at https://www.mrpgro.com/resource/home

In accordance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has undertaken CSR initiatives in line with its commitment to contribute meaningfully to society.

Annual Report on the aforesaid CSR activities carried out by the Company for the financial year ending on March 31, 2026, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 can be found in Annexure-E of this report.

The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY25-26 have been utilized for the purpose and in the manner approved by the Board of your Company.

Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s. Anshul K. Jain & Associates., Chartered Accountants, Indore as the Internal Auditor of the Company for the financial year 2025-26. They have conducted periodic internal audits of various operational and financial functions and submitted their reports to the Audit Committee and the Board. Their observations and recommendations have helped strengthen the internal control systems and ensure compliance.

Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the rules made thereunder, the members at the Annual General Meeting held on September 29, 2021 appointed M/S A.Y. & Company, Chartered Accountants, (FRN: 020829C), as the Statutory Auditors of the Company for a term of five consecutive years, to hold office till the conclusion of the eighth Annual General Meeting to be held in the calendar year 2026.

M/S A.Y. & Company, Chartered Accountants, (FRN: 020829C), proposed to be re-appointed as Statutory Auditors of your Company at forthcoming Annual General Meeting, for the second term of four consecutive years for a term till the conclusion of Annual General Meeting to be held in the calendar year 2030. Considering their performance and based on the Boards recommendation, the firm has been proposed to be reappointed for a further period of four financial years, commencing from FY 2026-27 and continuing until the conclusion of the AGM to be held in FY 2029-30.

The Auditors Report on the financial statements of the Company for the financial year 2025-26 forms part of this Annual Report. The Notes to the Financial Statements, as referred to in the Auditors Report, are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.

There are no qualifications, reservations, adverse remarks, or disclaimers made by the Statutory Auditors in their Report.

Maintenance Of Cost Records

Your Company doesnt fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors have not reported any instance of fraud committed by the Company, its officers or employees under Section 143(12) of the Companies Act, 2013.

Management Discussion and Analysis Report

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review forms an integral part of the Annual Report and is annexed herewith as Annexure-D.

Secretarial Auditor and Their Report

In compliance with the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MSV & associates, Practicing Company Secretaries, Jaipur, as the Secretarial Auditor to carry out the Secretarial Audit for the financial year 2025-26.

The Secretarial Audit Report is annexed as Annexure-F to this Board Report.

1. Companies Act, 2013 read with applicable Rules: Delay in statutory filing of e-forms CHG-4, DIR-12, MGT-14, MR-1, and PAS-3 with the Registrar of Companies (ROC) beyond prescribed timelines. The Company has made delay in filing e-forms CHG-4, DIR-12, MGT-14, MR-1 and PAS-3 for the financial year 2025-26 and the Company has submitted e-forms with additional fees during the financial year. The delays were unintended and occurred due to unavoidable administrative and procedural exigencies. The Company has duly filed all the respective forms along with the requisite additional statutory fees as prescribed under the Companies Act, 2013 and regularized the filings. The financial results were duly considered and approved by the Board of Directors on April 15, 2025. However, the filing of the Integrated XBRL utility was delayed until April 17, 2025, solely on account of unexpected technical glitches and validation errors encountered on the portal during final upload. Although the NSDL trading window was duly closed and all designated persons were duly informed of the closure, the initiation to the Stock Exchange was made with a delay due to an administrative oversight.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

Website

Your Company maintains a fully functional and regularly updated website as per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: https://www.mrpgro.com/resource/home

The website has been designed to provide detailed and transparent information about the Company. It hosts a comprehensive repository of corporate data including:

Financial results
Shareholding pattern
Details of Board and Committees
Corporate Policies and Codes
Business activities
Press releases and current updates

All mandatory disclosures as required under the Companies Act, 2013, Companies Rules, 2014, and Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are duly made available on the website, along with other useful information for investors and stakeholders.

Details Of Applications Or Proceedings Under Insolvency And Bankruptcy Code, 2016

During the Financial Year 2025-26, there were no applications made or proceedings initiated or pending under the Insolvency and Bankruptcy Code, 2016 by any Financial or Operational Creditors against the Company.

General Disclosure

In accordance with the provisions of Section 134(3) of the Companies Act, 2013, Rule 8 of the Companies (Accounts) Rules, 2014, and other applicable provisions, your Directors confirm that all necessary disclosures have been made in this Board Report.

Further, the Board confirms that there were no transactions during the year under review requiring disclosure in respect of the following items:

1. Your Company did not issue any equity shares with differential rights as to dividend, voting or otherwise
2. Your Company did not issue shares (including sweat equity shares) to employees of your Company under any scheme.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operation in future.
4. No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.
5. No one time settlement of loan was obtained from the Banks or Financial Institutions
6. There were no revisions made in the financial statements and Directors Report of your Company.

Acknowledgement

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners.

Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Registered office: Plot No. 22 Semi Urban Industrial Area, Dhonga, Tikamgarh-472001, Madhya

Pradesh, India

For and on behalf of Board of Directors

MRP Agro Limited

CIN: U15100MP2018PLC045542

Place: Tikamgarh

Date: September 05, 2026

Sd/-

Mr. Manish Kumar Jain

Non-Executive Director

Chairman Cum Managing Director

DIN: 08110055

(DIN: 08110056)