Mukka Proteins Ltd Directors Report

BOARDS REPORT

Dear Shareholders,

Your Directors have immense pleasure in presenting the 15th (Fifteenth) Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March 2025.

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of your Company as on 31st March 2025, are prepared in accordance with the applicable Indian Accounting Standards ("Ind AS") and 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").

Your Companys performance during the financial year as compared to the previous financial year is summarized as below (Rs. in millions)

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	10,064.16	13,798.29	8,867.43	12,685.43
Other Income	151.15	163.15	164.77	168.74
Total Income	10,215.31	13,961.43	9,032.20	12,854.17
Expenditure other than Depreciation and Finance cost	9,115.33	12,743.59	8,106.28	11,871.56
Depreciation and Amortisation Expenses	135.51	123.38	58.61	56.20
Finance Cost	372.50	250.96	343.26	241.94
Total Expenditure	9,623.33	13,117.94	8,508.14	12,169.71
Profit before share of Profit/(Loss) from joint ventures, exceptional items and tax	591.98	843.50	524.06	684.46
Exceptional Items	Nil	Nil	Nil	Nil
Profit before share of Profit/(Loss) from joint ventures and tax	591.98	843.50	524.06	684.46
Total tax expense	121.69	131.50	108.97	88.92
Profit after tax and before share of profit/(loss) from joint venture entities	470.29	774.12	415.09	595.54
Share of profit/(loss) from joint venture entities	10.68	31.06	1.74	32.01
Profit for the year	480.97	743.05	416.83	627.56
Other comprehensive (loss)/income (net of tax)	(3.26)	(3.23)	0.38	(1.11)
Total comprehensive income for the year	477.71	739.82	417.21	626.44
Earnings per equity share	1.55	3.10	1.39	2.78

2. STATE OF COMPANYS AFFAIRS:

As a manufacturer of Fish Protein products, we manufacture and supply fish meal, fish oil and fish soluble paste which is an essential ingredient in the manufacturing of aqua feed (for fish and shrimp), poultry feed (for broiler and layer) and pet food (dog and cat food). Further, fish oil also finds its application in pharmaceutical products (additionally, Omega-3 pills and related products derived from fish oil are gaining importance as high nutrient and healthy dietary supplements), soap manufacturing, leather tanneries & paint industries. We sell our products domestically and also export them to over 20 countries, including Bahrain, Bangladesh, Chile, Indonesia, Malaysia, Myanmar, Philippines, China, Saudi Arabia, South Korea, Oman, Taiwan and Vietnam. We are also amongst the first few Indian companies to have commercialised insect meal and insect oil (collectively "Insect Protein") as an ingredient for aqua feed, animal feed and pet food.

The revenue from operations on standalone basis for FY 2024-25 stood at Rs. 8,867.43 million as against Rs. 12,685.43 million for FY 2023-24, reflecting a decline of 30.10%. Whereas the profits after tax for FY 2024-25 stood at Rs. 416.83 million as against Rs. 627.56 million for FY 2023-24.

The revenue from operations on consolidated basis for FY 2024-25 stood at Rs. 10,064.16 million as against Rs. 13,798.29 million for FY 2023-24, reflecting a decline of 27.06%. Whereas the profit after tax for FY 2024-25 stood at Rs. 480.97 million as against Rs. 743.05 million for FY 2023-24.

During the year under review, there is no change in nature of the business of the Company. The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislations.

3. DIVIDEND:

Pursuant to Regulation 43 A of the SEBI Listing Regulations, the Board of Directors have formulated the Dividend Distribution Policy, setting out the broad principles for guiding the Board and the management in matters relating to declaration and distribution of dividend. The Dividend Distribution Policy, in terms of Regulation 43 A of the Listing Regulations, can be accessed on the Companys website at https://www.mukkaproteins.com/images/Dividend- Distribution-Policv.pdf. To strengthen the financial position of the Company and to augment working capital the Board does not recommend any dividend for the FY 2024-25.

4. TRANSFER TO RESERVES:

During the period under review, no amount has been transferred to the General Reserve of the Company.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year under review, no amount was required to be transferred to the Investor Education and Protection Fund by the Company.

6. CHANGES IN THE NATURE OF BUSINESS:

During the financial year under review there was no change in the nature of business of the Company.

7. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this annual report.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

9. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

As on 31st March 2025 your Company had 314 employees (on a standalone basis), comprising of 265 males, 49 females and 0 transgender employees.

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-B to this Report.

The disclosure under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirms that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed along with proper explanation and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements 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 of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual financial statements have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of 31st March 2025, your Companys Board had 8 (Eight) members comprising of 3 (Three) Executive Directors, 2 (Two) Non-Executive Non-Independent Directors including one Woman Director and 3 (Three) Non-Executive Independent Directors. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts)

Rules, 2014. In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in context of your Companys business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/Cessation/Change in Designation of Directors:

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

a) Appointment:

During the year under review, there is no change in the composition of the Board of Directors of your Company.

b) 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 Articles of Association of your Company, Mr. Kalandan Mohammed Althaf (DIN: 03051103) and Mr. Kalandan Abdul Razak (DIN: 02530917) are liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers themselves for re-appointment.

The Board recommends the re-appointment of Mr. Kalandan Mohammed Althaf (DIN: 03051103) and Mr. Kalandan Abdul Razak (DIN: 02530917) as Directors, for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36(3) of SEBI Listing Regulations, are provided in the Notice of the ensuing AGM.

c) Resignation/Cessation:

During the year under review, there has been no cessation or resignation of any Director.

Board Diversity:

Your Company recognises the benefits of having a diverse Board and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage. Your Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, race and gender, which will ensure that the Company retains its competitive advantage.

Your Company believes that a diverse Board contribute towards driving business results, make corporate governance more effective, enhance quality and responsible decision-making capability, ensure sustainable development and enhance the reputation of the Company.

The Policy on Board Diversity adopted by the Board, in compliance with Regulation 19(4) read with Part D of the Schedule II of SEBI Listing Regulations, sets out its approach to diversity. The Policy on Board Diversity is available on the website of the Company at https://www.mukkaproteins.com /images/Policv-on-Board-Diversitv.odf.

Declaration from Independent Directors:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as SEBI Listing Regulations. The Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act.

In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as SEBI Listing Regulations and are independent from Management. The Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) in their respective fields. The Independent Directors have also confirmed that they have registered their names in the Independent Directors databank with the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

Key Managerial Personnel ("KMP"):

As on the date of this report, the following are Key Managerial Personnel ("KMP") of your Company as per Sections 2(51) and 203 of the Act:

Sl. No.	Name of the KMP	Designation
1	Kalandan Mohammed Haris	Managing Director & Chief Executive Officer
2	Kalandan Mohammed Althaf	Whole-Time Director & Chief Financial Officer
3	Kalandan Mohammad Arif	Whole-Time Director & Chief Operating Officer
4	Mehaboobsab Mahmadgous Chalyal	Company Secretary & Compliance Officer

12. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of 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 criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has adopted a framework, duly approved by the Board of Directors for Familiarization Programmes for Independent Directors. The objective of the framework is to ensure that the Independent Directors have a greater insight into the business of the Company, enabling them to contribute more effectively to decision making.

The details of Familiarization Programme have been uploaded on the website of the Company at

https://mnkkaprot.eins.com/images/Familiarization%20Programme%20for%20Independent%20Directors%20of%20the %20Companv(2025).pdf

14. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

As on 31st March 2025, your Company had following subsidiaries, associates and joint ventures:

A. Subsidiaries:

1) Haris Marine Products Private Limited

2) Atlantic Marine Products Private Limited

3) Ento Proteins Private Limited

4) Ocean Aquatic Proteins LLC, Oman (Foreign Subsidiary)

B. Associates:

1) Ocean Proteins Private Limited

MSFI (Bangladesh) Limited has ceased to be an Associate Company of the Company w.e.f. 17th December 2024 pursuant to the sale of investment held by the Company in MSFI (Bangladesh) Limited.

C. Joint Ventures: Nil

There has been no change in the nature of business of these subsidiaries and associates. Your Company does not have any material subsidiaries for the financial year ended 31st March 2025, pursuant to the provisions of Regulation 16(1)

(c) of the SEBI Listing Regulations.

A report on the performance and financial position of each of the Subsidiaries, Associates and Joint Ventures and their contribution to the overall performance of the company for the financial year ended 31st March 2025 in prescribed Form AOC - 1 as per the Companies Act, 2013 is set out in Annexure-C and forms an integral part of this Report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries are available on the website of the Company at https://www.mukkaprot.eins.com/Finacials.php.

The Company has formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at https://www.mukkaproteins.com/images/Policv-on-Material-Subsidiaries-and-Governance- of-Subsidiaries.pdf.

During the period under review, the following changes occurred in the Companys holding structure:

The following company became a Subsidiary of the Company:

• Ento Proteins Private Limited, an Associate Company has become a Subsidiary of the Company pursuant to the acquisition of additional shares. The holding of the Company has increased from 50% to 74% in Ento Proteins Private Limited w.e.f. 27th September 2024.

The following company has ceased to be an Associate Company of the Company:

• MSFI (Bangladesh) Limited has ceased to be an Associate Company of the Company w.e.f. 17th December 2024 pursuant to the sale of investment held by the Company in MSFI (Bangladesh) Limited.

Further, below is the brief note on the performance of the Subsidiaries and Associates:

Ocean Aquatic Proteins LLC, Oman: The company has recorded a Turnover of Rs. 1,337.30 million during the year under review, as against the Turnover of Rs. 1,280.37 million achieved during the previous year. The company has recorded a Profit After Tax of Rs. 31.10 million during the year under review, as against the Profit After Tax of Rs. 78.24 million during the previous year. 18

Haris Marine Products Private Limited: The company has recorded a Turnover of Rs. 9.23 million during the year under review, as against the Turnover of Rs. 8.01 million achieved during the previous year. The company has recorded a Profit After Tax of Rs. 22.40 million during the year under review, as against the Profit After Tax of Rs. 9.52 million during the previous year.

Atlantic Marine Products Private Limited: The company has recorded a revenue from operations of Rs. 756.26 million during the year under review, as against the revenue from operations of Rs. 968.39 million achieved during the previous year. The company has recorded a Profit After Tax of Rs. 8.61 million during the year under review, as against the Profit After Tax of Rs. 26.03 million during the previous year.

Ento Proteins Private Limited: The company has recorded a revenue from operations of Rs. 74.63 million during the year under review, as against the revenue from operations of Rs. 64.44 million achieved during the previous year. The company has recorded a Profit After Tax of Rs. 4.95 million during the year under review, as against the Profit After Tax of Rs. 9.93 million during the previous year.

Ocean Proteins Private Limited: The company has recorded a revenue from operations of Rs. 507.04 million during the year under review, as against the revenue from operations of Rs. 282.35 million achieved during the previous year.

The company has recorded a Net Loss of Rs. 8.16 million during the year under review, as against the Net Loss of Rs. 15.77 million during the previous year.

15. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements required pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Accounts) Rule, 2014 have been prepared in accordance with the relevant accounting standards as per the Companies (Indian Accounting Standard) Rules, 2015. The audited consolidated financial statement is provided along with the Standalone Financial Statement.

16. PUBLIC DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding during the period under review.

17. MEETINGS OF THE BOARD:

The Board met 7 (Seven) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

18. INDEPENDENT DIRECTORS MEETING:

During the year under review a separate meeting of the Independent Directors of the Company was held on 25th March 2025, without the presence of Non-Independent Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

19. COMMITTEES OF THE BOARD:

As required under the Act and the SEBI Listing Regulations, your Company has constituted 5 (Five) committees of the Board, namely:

1) Audit Committee;

2) Nomination and Remuneration Committee;

3) Stakeholders Relationship Committee;

4) Corporate Social Responsibility Committee; and

5) IPO Committee*.

A detailed note on the composition of the Board and its committees, including its terms of reference, is provided in the Corporate Governance Report, which forms part of this Annual Report. The composition and terms of reference of all the Statutory Committee(s) of the Board of Directors of the Company is in line with the provisions of the Act and SEBI Listing Regulations.

Pursuant to the completion of the IPO of the Company, and subsequent listing of its equity shares on National Stock Exchange of India Limited and BSE Limited w.e.f. 7th March 2024, the purpose of the constitution of the IPO Committee was fulfilled; accordingly, the Committee was subsequently dissolved by the Board w.e.f. 13th August 2024.

20. AUDIT COMMITTEE:

The composition of Audit Committee has been detailed in the Corporate Governance Report, forming part of this Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company. The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Companys internal control and financial reporting process and vigil mechanism.

During the period under review the Audit Committee met 6 (Six) times on 14th May 2024, 12th June 2024, 13th August 2024, 14th November 2024, 14th February 2025 and 25th March 2025.

21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans given, investments made and guarantees given and securities provided by the Company under Section 186 of the Act during the financial year 2024-25 are disclosed in the notes to Financial Statements which forms part of this report.

22. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

The Company has in place a robust process for approval of related party transactions and on dealing with related parties. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions, formulated and adopted by the Board of Directors.

In compliance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at https://www.mukkaproteins.com/images/Related-Partv-Transactions-Policv.pdf.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arms length basis.

All related party transactions entered during the year were in ordinary course of the business and at an arms length basis. No Material Related Party Transaction was entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

23. NOMINATION AND REMUNERATION POLICY:

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

The salient features of the Policy are:

i. To formulate the criteria for determining qualification, competencies, positive attributes and independence for appointment of Directors (Executive and Non-executive) and persons who may be appointed in Senior Management, Key Managerial positions and recommend to the Board policies relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management and other employees;

ii. To lay down criteria for appointment, removal of Directors, Key Managerial Personnel and Senior Management;

iii. To recommend the remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management of the Company involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals; and

iv. To specify the manner for effective evaluation of performance of Board, its committees and individual directors and review its implementation and compliance.

During the year under review, there has been no change to the Policy.

The Nomination and Remuneration Policy of the Company is available on the website of the Company at ht.t.ps://www.mukkaprot.eins.com/images/Nominat.ion-and-%20-Remunerat.ion-%20Policv.pdf.

24. SUCCESSION PLANNING:

The Company believes that succession planning for the Board members and Senior Management is very important for creating a robust future for the Company. The Nomination and Remuneration Committee plays a pivotal role in identifying successors to the members of the Board, Key Managerial Personnel and Senior Management and invests substantial time with the Managing Director on succession planning.

The Company has a succession planning policy in place which intends to achieve the following:

i. To identify and nominate suitable candidates for the Boards approval to fill the vacancies which arises in the Board of Directors from time to time.

ii. To identify the competency requirements of critical and key positions in the Company, assess potential candidates and develop required competency through planned development and learning initiatives.

iii. To identify the key job incumbents in Senior Managerial positions and recommend whether the concerned individual be granted an extension in term/service or be replaced with an identified internal or external candidate or recruit other suitable candidate(s).

iv. To ensure the systematic and long-term development of individuals in the senior management level to replace the individuals when the need arises due to deaths, disabilities, retirements and other unexpected occurrence.

25. CORPORATE SOCIAL RESPONSIBILITY:

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended) the Board has constituted a Corporate Social Responsibility ("CSR") Committee. The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of your Company at https://www.mukkaproteins.com/images/Mukka-CSR-Policv.pdf.

The CSR committee met once during the year under review on 13th August 2024. The company has spent Rs. 1,05,00,000.00 towards the CSR obligation for the present financial year. The Annual Report on CSR activities is annexed and forms part of this report as Annexure- D.

26. ANNUAL RETURN:

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013, the draft Annual Return for the financial year ended 31st March 2025, is available on the website of the Company at https://www.mukkaproteins.com/Investors-annual-return.php.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis Report ("MD&A"), is presented in a separate section forming part of this Annual Report.

28. SHARE CAPITAL:

Changes in Authorised Share Capital:

During the year under review, the capital clause of the Memorandum of Association was amended to increase the authorised share capital from Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 30,00,00,000 (Thirty Crores only) Equity Shares of Face Value Re. 1/- (Rupee One) each to Rs. 40,00,00,000/- (Rupees Forty Crores only) divided into 40,00,00,000 (Forty Crores only) Equity Shares of Face Value Re. 1/- (Rupee One) each in the Extra-ordinary General Meeting held on 16th November 2024 vide a special resolution.

Authorised Share Capital:

As on 31st March 2025, the Authorised share capital of the Company was Rs. 40,00,00,000/- (Rupees Forty Crores only) divided into 40,00,00,000 (Forty Crores only) Equity Shares of Face Value Re. 1/- (Rupee One only) each.

Issued, Subscribed and Paid-up Share Capital:

As on 31st March 2025, the Issued, Subscribed and Paid-up share capital of the Company was Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 30,00,00,000 (Thirty Crores only) Equity Shares of Face Value Re. 1/- (Rupee One only) each.

Further, during the year under review, the Board at its meeting held on 21st October 2024 proposed the issuance of 1,96,00,000 Equity Shares on a preferential basis to promoter Group and to certain identified non-promoter persons/entities. The Members approved the issuance of Equity Shares at its Extra Ordinary General Meeting held on 16th November 2024 vide a special resolution and subsequently, the Company applied for and obtained in-principle approval from BSE Limited and National Stock Exchange of India Limited on 30th January 2025 and 3rd February 2025 respectively under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, for the issuance of these shares at a price of Rs. 50/- per equity shares of Re. 1/- each.

Following these approvals, the Company circulated the Private Placement Offer cum Application Letter (Form PAS-4) on 8th February 2025. However, the proposed allottees, including Promoters and Non-Promoters, have withdrawn their consent to subscribe to the Equity Shares, citing delay in opening the preferential issue from their initial consent date of 21st October 2024 to the offer commencement on 8th February 2025. The proposed allottees indicated their decision to withdraw their subscription due to the prolonged time gap, which had caused a change in their financial and strategic priorities.

Given that these allottees represented a significant portion of the proposed issue, their withdrawal substantially impacted the size and feasibility of the preferential issue. Accordingly, the Board considered and approved the withdrawal of the Preferential Issue of 1,96,00,000 Equity Shares vide Board Meeting dated 14th February 2025.

Your Company has not issued any bonus shares, sweat equity shares or equity shares with differential rights as to dividend, voting or otherwise.

29. STATUTORY AUDITORS AND AUDITORS REPORT:

The shareholders in the 14th AGM, approved the re-appointment of M/s. Shah and Taparia, Chartered Accountants (Firm Registration No. 109463W), as the Statutory Auditors, for a further period of 5 (Five) years i.e. from the conclusion of the 14th AGM held on 26th September 2024 till the conclusion of 19th AGM of the Company to be held in the financial year 2029-30.

The Auditors Report for the financial year ended 31st March 2025, does not contain any qualification, reservation or adverse remark. Further the Auditors Report being self-explanatory does not call for any further comments from the Board of Directors.

Representatives of the Statutory Auditors of the Company attended the 14th Annual General Meeting of the Company held on 26th September 2024.

30. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Board has appointed Mr. Sirajuddin, Chartered Accountant, as Internal Auditor of the Company. The Internal Auditor monitors and evaluates the effectiveness and adequacy of internal control systems in the Company, its compliances with the operating systems, accounting procedure and policies at all locations of the Company and reports to the Audit Committee on a quarterly basis.

31. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, appointment of cost auditor is not applicable to the Company.

32. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Chethan Nayak & Associates, Practicing Company Secretaries (Firm Registration Number: P2013KR029100) to undertake Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Auditors Report for the Financial Year 2024-25 being self-explanatory does not call for any further comments from the Board of Directors. The Secretarial Audit Report is appended as Annexure-E and forms part of this Annual Report.

Further, pursuant to the provisions of Regulation 24A and other applicable provisions, if any, of the SEBI Listing Regulations, read with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors, at their meeting held on 15th May 2025, approved the appointment of M/s. Chethan Nayak & Associates, Company Secretaries, (FRN: P2013KR029100) (Peer Review Certificate No.: 3095/2023), a peer-reviewed Company Secretary Firm in Practice, as the Secretarial Auditor of the Company for a term of five consecutive years commencing from the Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of the shareholders at the ensuing AGM. A detailed proposal for appointment of Secretarial Auditor forms part of the Notice convening this AGM.

33. REPORTING OF FRAUD:

During the year under review, none of the auditors have reported any instances of fraud committed in the Company by its officers or employees as specified under Section 143 (12) of the Act.

34. CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at https://www.mnkkaproteins.com/images/Code-for%20-Fair-Disclosure-of-Unpublished-Price%20-Sensitive- Information,pdf.

35. CORPORATE GOVERNANCE REPORT:

The Company has complied with the requirements of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations, and accordingly, the Corporate Governance Report and the requisite certificate from M/s. Chethan Nayak & Associates, Practicing Company Secretaries, regarding compliance with the conditions of Corporate Governance forms a part of this Report.

Your Company has also been enlisted in the new SEBI complaint redressal system (SCORES) enabling the investors to register their complaints, if any, for speedy redressal.

The Company is committed to pursue and adhere to the highest standard of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI) and the Act.

36. RISK MANAGEMENT:

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. It provides for identification of risk, its assessment and procedures to minimize risk and is being periodically reviewed to ensure that the executive management controls the risk as per decided policy.

Since the Company doesnt fall under the top 1000 listed entities and is also not a ‘high value debt listed entity the provisions of constitution of Risk Management Committee are not applicable to the Company.

37. STATEMENT OF DEVIATION AND VARIATION:

Your Company had appointed ICRA Limited as Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"), as amended from time to time, to monitor the utilisation of IPO proceeds and the Company has obtained monitoring reports from the Monitoring Agency from time to time confirming no deviation or variation in the utilisation of proceeds of the IPO from the objects stated in the Prospectus dated 5th March 2024. The Company has submitted the statement(s) and report as required under Regulation 32 of the Listing Regulations to both the exchanges where the shares of the Company are listed, namely, National Stock Exchange of India Limited and BSE Limited on timely basis. 23

38. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has in place an adequate internal financial control framework with reference to financial and operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information and such controls are operating effectively.

The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors are periodically apprised of the internal audit findings and corrective actions are taken accordingly. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

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

39. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has a policy on Prevention of Sexual Harassment (POSH) at Workplace in place, which is available on the Companys website at https:// www.mukkaprot.eins.com /images /Pohcv-on%20-Prevent.ion-of-%20Sexual%20- Harassment.pdf.

The Company has constituted an Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review:

Particulars	Status
Number of complaints of sexual harassment received in the year	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil

40. MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961 and the amendments thereto, wherever applicable. The Company is committed to promoting a safe and supportive work environment and has implemented all necessary measures to ensure that the benefits and protections mandated under the Act are extended to eligible women employees, including maternity leave, nursing breaks, and other prescribed entitlements.

41. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided.

The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism is available on the Companys website at https://www.mukkaproteins.com/images/Whist.le-Blower-%20Policy.pdf.

42. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard on the Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) as issued and amended from time to time by the Institute of Company Secretaries of India.

43. OTHER DISCLOSURES:

During the financial year under review:

a) There was no issue of shares (including sweat equity shares) to employees of the Company under any scheme.

b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

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.

d) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e) Except as disclosed in this report, there were no material changes and commitments which occurred after the close of the year till the date of this report, which may affect the financial position of the Company.

f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g) There was no instance of one-time settlement with any Bank or Financial Institution.

h) The Company does not have any shares in unclaimed suspense demat account.

44. CAUTIONARY STATEMENT:

The Annual Report including those which relate to the Directors Report, Management Discussion and Analysis Report may contain certain statements on the Companys intent expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statements. Some of the factors that could affect the Companys performance could be the demand and supply for Companys product and services, changes in Government regulations, tax laws, forex volatility etc.

45. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, banks and other financial institutions, vendors, suppliers, customers, shareholders and all other stakeholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of all the employees.

For and on behalf of the Board of Directors
Managing Director & CEO	Whole-Time Director & CFO
Kalandan Mohammed Haris	Kalandan Mohammed Althaf
DIN:03020471	DIN: 03051103
Date: 13-08-2025
Place: Mangalore