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

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

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

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS:

On a standalone basis:-

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

On a consolidated basis:-

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

3. DIVIDEND:

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

4. TRANSFER TO RESERVES:

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

5. DEPOSIT:

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

6. EXTRACT OF ANNUAL RETURN:

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

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

Subsequent to the closure of the financial year:

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

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

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

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

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

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

i. Mr. Marotrao Vyankatrao Kawale, Managing Director

ii. Mr. Sandip Marotrao Kawale, Chief Financial Officer

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

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

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

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

Re-appointment of Director retiring by rotation

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

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

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

Pecuniary relationship or transactions with the Company

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

8. DECLARATIONS BY INDEPENDENT DIRECTORS AND THEIR FAMILIARISATION PROGRAM:

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

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

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

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

9. MEETING OF THE INDEPENDENT DIRECTORS:

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

10. DIRECTOR''S RESPONSIBILITY STATEMENT:

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

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

b) The directors has selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit & loss of the
company for that period.

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

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

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

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

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

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

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

12. BOARD MEETING:

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

13. COMMITTEES OF THE BOARD:

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

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

14. CHANGE IN THE NATURE OF BUSINESS:

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

15. SHARE CAPITAL:

Authorized share capital

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

Issued and paid-up share capital

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

17. USE OF PROCEEDS:

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

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

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

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

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

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

19. PARTICULARS OF EMPLOYEES:

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

20. STATUTORY AUDITOR AND AUDITOR''S REPORT:

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

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

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

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

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

21. INTERNAL AUDITOR AND REPORT:

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

22. SECRETARIAL AUDIT REPORT:

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

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

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

23. DETAILS OF FRAUD REPORTED BY THE AUDITORS:

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

24. MAINTENANCE OF COST RECORDS AND COST AUDIT:

Pursuant to Section 148(1) of the Act, the Company has, during the year under review, maintained such cost
accounts and records as specified by the Central Government. The said cost accounts and records for FY 2025¬
26 are subject to audit by M/s. JNP & Associates, Cost Accountants (Firm Registration Number: 000572) as Cost
Auditors of the Company. The Board has re-appointed M/s. JNP & Associates, Cost Accountants (Firm
Registration Number: 000572) as Cost Auditors of the Company for conducting cost audit for FY 2026- 27. A
resolution seeking approval of the Shareholders to ratify the remuneration payable to the Cost Auditors for FY
2026-27 is provided in the Notice of the ensuing Annual General Meeting.

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

25. SECRETARIAL STANDARDS:

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

26. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:

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

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

27. CORPORATE GOVERNANCE:

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

28. CERTIFICATE ON CORPORATE GOVERNANCE:

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

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

29. CORPORATE SOCIAL RESPONSIBILITY:

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

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

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

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

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

31. LISTING:

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

32. DEMATERIALISATION OF SHARES:

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

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

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

34. CEO/ CFO CERTIFICATION:

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

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

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

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

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

36. GENERAL:

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

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

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

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

37. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

38. BOARD EVALUATION:

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

39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

The Company has adopted policy on Related Party Transactions and the same can be accessed on the
Company''s website atwww.mvkagrofood.com.

40. REMUNERATION POLICY:

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

41. PREVENTION OF INSIDER TRADING:

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

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code
is displayed on the Company''s website atwww.mvkagrofood.com.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION:

There was no one time settlement by the Company with the Banks or Financial Institutions during the year
under review, thus, the details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof are not applicable.

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

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

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

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

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

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

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

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

45. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

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

46. RISK MANAGEMENT POLICY:

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

47. INSURANCE:

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

48. VIGIL MECHANISM:

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

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

49. BOARD DIVERSITY POLICY:

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

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

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

51. CREDIT RATING:

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

52. GREEN INITIATIVES:

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

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

53. ANNEXURES FORMING PART OF THIS REPORT:

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

54. ACKNOWLDGEMENTS:

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

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

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

For and on behalf of the Board of Directors

M.V.K. Agro Food Product LimitedDate: August 26, 2026 Marotrao Vyankatrao Kawale Ganeshrao Vyankatrao Kawale

Place: Nanded Managing Director Director

DIN:06421662 DIN:06421666

Registered Office:

Gut No. 44 And 46, Kusumnagar,

At Post Waghalwada, Umari,

Nanded-431807, Maharashtra

Your Directors are pleased to submits the 6^th Annual Report on the business and operations of your Company (“the Company” or “M.V.K. AGRO”), along with the audited financial statements, for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Financial Results for the year ended March 31, 2024 and the corresponding figure for the previous year are as under:

Notes:

• Equity shares are at par value of ?10/- per share.

• 54,90,000 equity shares were allotted pursuant to Initial Public Offer (“IPO”) on March 05, 2024

2. TRANSFER TO RESERVES

We do not propose to transfer any amount to general reserve.

3. DIVIDEND

To strengthen the financial position of the Company and to augment working capital, your directors do not recommend any dividend for the FY 2024.

4. STATE OF COMPANY’S AFFAIRS

Your Directors are pleased to share the exceptional operational and financial performance achieved by the Company even during this turbulent times of, aggressive interest rate hikes and other geopolitical factors and its consequent effect on economies of worldwide.

During the FY2024:

> Revenue from operations at ^14,143.67 lakhs in FY 24 as compared to ^9,327.65 lakhs in FY23, translating to a growth of 51% on consolidated basis.

> PAT at ^872.17 lakhs in FY 24 as compared to ^377.45 lakhs in FY 23, growth of 131% on consolidated basis.

It is expected that the Company will achieve better operation and financial performance in FY2024.

5. CHANGE IN THE NATURE OF BUSINESS

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

6. INITIAL PUBLIC ISSUE

The Company has successfully completed the Initial Public Offer (IPO). In the IPO, 54, 90,000 Equity Shares of Rs.10/- each at a issue price of Rs.120 per share aggregating to Rs. 65.88 crores. The issue was opened for subscription on February 29, 2024 and closed on March 04, 2024. The Board has allotted 54, 90,000 Equity Shares of Rs.120/- each to the successful applicant on March 05, 2024. The equity shares of the M.V.K. Agro Food Product Limited got listed on March 07, 2024 on the NSE EMERGE. As on March, 31, 2024 the Authorised Share Capital of the Company is Rs. 22,00,00,000 divided into 2,20,00,000 Equity Shares of Rs.10/- each. The Paid up Share Capital of the Company is Rs. 15,49,00,000 divided into 1,54,90,000 Equity Shares of Rs.10/- each.

7. UTILISATION OF FUNDS RAISED THROUGH IPO

During the year under review, the Company has come up with Initial Public offer of 54, 90,000 Equity Shares for cash at a price of Rs.120/- per Equity Shares (including a premium of Rs. 110/- per Equity Shares), aggregating to Rs. 65.88 crores. Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby confirmed that there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated February 20, 2024.

8. DEMATERIALISATION OF SHARES

During the year under review, the Company has entered into tripartite agreements for dematerialization of equity shares with the MAS Services Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2024, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company. The Company ISIN No. is INE0SRI01019. M/s. MAS Services Limited is the Registrar and Share Transfer Agent of the Company.

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

No material changes and commitments affecting the financial position of the Company occurred during the period from the end of the financial year to which the financial statement related till the date of this report except:

10. SHARE CAPITAL AND INITIAL PUBLIC OFFERING OF YOUR COMPANY

The Company has successfully completed the maiden Initial Public Offer (IPO). In the IPO, 54, 90,000 Equity Shares of Rs 10/- each was offered by the Company for subscription at an issue price of Rs 120/- per shares. The issue was opened for subscription on February 29, 2024 and closed on March 04, 2024. The Board has allotted 54, 90,000 Equity Shares of Rs 10/- each to the successful applicant on March 05, 2024. The equity shares of the M.V.K. Agro Food Product Limited got listed on March 07, 2024 on the NSE Emerge. Your company share price debuted on National Stock Exchange of India Limited at Rs.120 per share

As on March 31, 2024, share capital of the Company was 1,54,90,000 Equity Shares of face value of Rs 10 each.

11. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the FY2023-24, the Company has increased its authorised capital from Rs. ? 5,00,00,000 to Rs. ? 17,00,00,000 and consequently altered its capital clauses in the Memorandum of Association. Further, there was alteration in the articles of Association of company for Adoption of new set of Articles of Association of the Company pursuant to the Companies Act, 2013 and upon conversion to a Public Limited Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the changes in the Board of the Company during the year under review:

Mrs. Swapna Bansode Rajaram is the Company Secretary of the Company during the years under review.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Marotrao Vyankatrao Kawale (DIN: 06421662), director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief profile of Mr. Marotrao Vyankatrao Kawale (DIN: 06421662), is given in the Chapter on Corporate Governance and the Notice convening the 6th AGM for reference of the shareholders.

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

13. DECLARATIONS BY INDEPENDENT DIRECTORS

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

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.

14. BOARD EVALUATION

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

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

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

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

15. BOARD MEETING

During the year under review Board met 01-04-2023; 01-09-2023; 26-10-2023; 01-11-2023; 13-112023; 22-11-2023; 27-11-2023; 01-12-2023; 12-12-2023; 19-12-2023; 27-12-2023; 02-01-2024; 0503-2024; 29-03-2024;. There were 14 board meetings were held in accordance with the provisions of Companies Act, 2013. The details of the Board meetings are provided in the Report on Corporate Governance, which forms a part of this Annual Report.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

16. MEETING OF THE INDEPENDENT DIRECTORS

During FY2023-24, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on March 29, 2024. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

17. COMMITTEES OF THE BOARD A. AUDIT COMMITTEE

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

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of:

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

B. STAKEHOLDERS RELATIONSHIP COMMITTEE

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During the year under review, there has been no instance where the recommendations of the Stakeholders Relationship Committee have not been accepted by the Board. The terms of reference of

the Stakeholders Relationship Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Stakeholders Relationship Committee is not applicable to the Company.

18. VIGIL MECHANISM

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

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

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY2023-24.

19. APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

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

20. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provision of Section 135 of the Companies Act, 2013 and the rules made thereunder were not applicable to the Company. Further, the Company had undertaken IPO during the year under review and at that time CSR Committee were also constituted and CSR policy were adopted considering the expected profit for FY 2024. The provisions of CSR have become applicable to the Company w.e.f April 2024 as the net profit for FY 2024 exceeded the limit of Rs 5 Crores. The Audited Accounts for FY 2024 were approved by the Board of Directors on May 30, 2024.

The Company is liable to spend Rs 11.86 Lakhs towards CSR activities as per the Company’s CSR policy. The CSR report for FY 2024 was not applicable as the Company was not covered by the provision of Section 135 of the Companies Act, 2013.

The Corporate Social responsibility Committee of the Board comprises of''

The CSR policy of the Company can be viewed at https://mvkagrofood.com/index.php/policy/

21. RISK MANAGEMENT POLICY

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

The Company has constituted an internal Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board’s Report. The Board reviews the same from time to time to include new risk elements and its mitigation plan. Risk identification and its mitigation is a continuous process in our Company.

21. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company has one wholly owned subsidiary. The Company does not have any Joint Venture as on March 31, 2024.

M/s Sai Krupa Dairy & Food Products Private Limited, is wholly owned subsidary of our Company and engaged in the business of manufacturing of dairy product.

A statement containing the salient features of the financial statement of the subsidiary/) oint venture Company in the prescribed format AOC-1 is annexed herewith as “Annexure 1”.

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

22. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

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

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

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

24. AUDITORS & AUDITORS’ REPORT

The Company’s Statutory Auditors M/s. Kabra & Maliwal, Chartered Accountant, (FRN 104485W), has resigned from the office of Statutory Auditors of the Company on October 14, 2023, resulting into a casual vacancy in the office of Auditors.

Thereafter, M/s. N B T and Co, Chartered Accountants (Firm Registration No. 140489W) was appointed as the Statutory Auditors of the Company to fill such casual vacancy on November 27,

2023 at an Extra Ordinary General Meeting, who will hold the office till the conclusion of ensuing Annual General Meeting.

M/s. N B T and Co., Chartered Accountants, are eligible to be appointed for a term of 5 (five) years, in terms of provisions of Sections 139 and 141 of the Act, read with the Rules made thereunder.

Accordingly, the Board of Directors of the Company at their meeting held on Saturday, August 31,

2024 based on the recommendation of the Audit Committee and subject to the approval of the shareholders of the Company at the ensuing AGM, recommended appointment of M/s. N B T and Co, Chartered Accountants, (Firm Registration No. 140489W), shall be appointed as the Statutory Auditors, for a period of 5 (five) years i.e. from the conclusion of the ensuing 6th Annual General Meeting till the conclusion of 11^th Annual General Meeting.

25. CORPORATE GOVERNANCE

As our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, as on date of this Prospectus, the requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to our Company. In additions to the applicable provisions of the Companies Act, 2013 will be applicable to our company immediately up on the listing of Equity Shares on the Stock Exchanges. However, our Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on our Board, constitution of an Audit Committee and Nomination and Remuneration Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

26. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed CS Md. Shahnawaz (Membership No. 21427 CP No. 15076), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the FY2023-24. The Secretarial Audit Report submitted by him, for FY2023-24 is annexed herewith marked as “Annexure 2” to this Report.

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

27. SECRETARIAL STANDARDS

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

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

The controls comprise of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;

b) All the Banking transactions are under joint authority and no individual authorization is

given;

c) Maker-checker system is in place.

d) Any deviations from the previously approved matter require fresh prior approval.

M/s. Kabra & Maliwal, Chartered Accountants (FRN No.104485W), had carried out Internal Audit of the Company for the FY2023-24.

29. DETAILS OF FRAUD REPORTED BY THE AUDITORS

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

30. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2024 is available on the Company’s website at www.mvkagrofood.com.

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

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to account to the financial statements for the financial year 2023-24.

32. DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review. Further, the Company does not have any outstanding amount qualified as a deposit as on 31st March 2024.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into related party transaction in ordinary course of business and at arm’s length. As none of the transactions with any of the related party exceed the 10% of the turnover of the Company, there was no material related party transaction during the year under review. Thus, the disclosure of particulars of contracts or arrangements with related parties as prescribed in Form AOC-2 under section 188(1) of the Companies Act, 2013, during the financial year ended March 31, 2024, is not applicable.

The details of other related party transactions are disclosed in Form AOC - 2, enclosed herewith.

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

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

The details of conservation of energy and technology absorption are applicable to the Company as the Company is engaged in the manufacturing activities. Further, the foreign exchange earnings and outgo for the financial year ended March 31, 2024 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as “Annexure 3” and forms part of this report.

35. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES

Disclosures relating to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as “Annexure 4” and forms part of this Board’s report.

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

36. MAINTENANCE OF COST RECORDS AND COST AUDIT

The requirement of maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

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

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

38. DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

39. DIRECTOR’S RESPONSIBILITY STATEMENT

The Director’s Responsibility Statement referred to in clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013 shall state that

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

b) The directors has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the company for that period.

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

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

e) The directors, in the case of a listed company, had laid down internal financial controls to be

followed by the company and that such internal financial controls are adequate and were

operating effectively, and

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

40. PREVENTION OF INSIDER TRADING

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

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

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

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

The Committee met once during the FY2024 on March 30, 2024.

There was no complaint pending at the beginning and at the end of FY2023-24. No complaints have been received by the Committee during the FY2023-24.

42. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

43. CREDIT RATING

The Company has not availed any Credit Rating.

44. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

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

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

45. HUMAN RESOURCES

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

46. GENERAL

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

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

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

• 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.

48. ACKNOWLDGEMENTS

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

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

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

For and on behalf of the Board of Directors M.V.K. AGRO FOOD PRODUCT LIMITED

Kishanrao Vyankatrao Kawale Marotrao Vyankatrao Kawale Date: May 30, 2024 Director (Managing Director)

Place: Nanded DIN:06421668 DIN: 06421662