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MVK AGRO FOOD PRODUCT LTD.

30 January 2026 | 11:46

Industry >> Sugar

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ISIN No	INE0SGC01015	BSE Code / NSE Code	/	Book Value (Rs.)	54.38	Face Value	10.00
Bookclosure	29/09/2025	52Week High	819	EPS	6.03	P/E	97.28
Market Cap.	907.87 Cr.	52Week Low	32	P/BV / Div Yield (%)	10.78 / 0.00	Market Lot	1,200.00
Security Type	Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.

Year End :2025-03

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

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Financial Results for the year ended March 31, 2025 and the corresponding figure for the previous year
are as under:

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

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS
On a standalone basis: -

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

On a consolidated basis: -

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

3. DIVIDEND

To strengthen the financial position of the Company and to augment working capital, your directors have
decided not to recommend any dividend for the FY 2024-25.

4. TRANSFER TO RESERVES

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

5. DEPOSIT

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

6. EXTRACT OF ANNUAL RETURN

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

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

8. DECLARATIONS BY INDEPENDENT DIRECTORS AND THEIR FAMILIARISATION
PROGRAM

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

Pursuant to the provisions of Regulation 25(7) of the SEBI Listing Regulations 2015, the Company has
formulated a Familiarization Programme for Independent Directors with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates, business model of
the Company etc. through various initiatives. The details of the aforementioned program is available on the
website of your Company and link for the same is given in Annexure-A of this report.

In the opinion of the Board, the Independent Directors of the Company possess the integrity, requisite
experience and expertise, relevant for the industry in which the Company operates. Further, all the
Independent Directors of the Company have successfully registered with the Independent 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.

9. MEETING OF THE INDEPENDENT DIRECTORS

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

10. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

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

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

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

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

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

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

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

The particulars of loans given, investment made or guarantee given or security provided and the purpose for
which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the
Companies Act, 2013 are disclosed in the notes to account to the financial statements for the financial year
2024-25.

12. BOARD MEETING

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

5 (Five) Board Meetings were held during the year under review and the gap between the two meetings did
not exceed one hundred and twenty daysas per the provisions of the Section 173 of the Companies Act,
2013. The Agenda for the Board, General as well as Committee Meetings together with the appropriate
supporting documents and relevant information were circulated in advance of the meetings to enable the
Board to take the informed decisions.

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

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

13. CHANGE IN THE NATURE OF BUSINESS

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

14. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

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

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

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

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

Highlights of the performance of the Subsidiary: -

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

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

Sr.

Name of Subsidiary
Company

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

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

27. USE OF PROCEEDS

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

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

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

28. LISTING

The equity shares continue to be listed on the NSE EMERGE which has nation-wide terminals. The
Company has paid the annual listing fees for the financial year 2024-2025 to NSE.

29. DEMATERIALISATION OF SHARES

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

30. REGISTRAR AND TRANSFER AGENT (RTA)

Share transfer and all other Investor’s / Shareholder’s related activities are attended and processed by our
Registrar and Transfer Agent. For lodgement of transfer deeds and any other documents, investors may
contact Mas Services Limited at T-34, 2nd Floor, Okhla Industrial Area, Phase - II, New Delhi- 110020,
India.

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

31. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

32. MAINTENANCE OF COST RECORDS AND COST AUDIT

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

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

33. GENERAL

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

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

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

c) The Company does not have any scheme of provision of money for the purchase of its own shares by

employees or by trustees for the benefit of employees.

34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

The controls comprise of:

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

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

c) Maker-checker system is in place.

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

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

35. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in
line with our corporate governance guidelines, peer evaluation of all Board members, annual performance
evaluation of its own performance, as well as the evaluation of the working of 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.

36. 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, 2025, is not applicable.

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

37. INSURANCE

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

38. DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION

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

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

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

40. APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for
the selection and appointment of Directors and Senior Management Personnel and their remuneration. The
Remuneration Policy is included in the Corporate Governance Report, which forms part of this Annual
Report. The 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.

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 at www.mvkagrofood.com.

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

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

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

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

Number of complaints received: NIL

Number of complaints disposed off: NIL

Number of complaints pending beyond 90 days: NIL

The above reflects the Company's commitment to timely and effective redressal of complaints

43. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

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

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

44. RISK MANAGEMENT POLICY

Your 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.

45. ENVIRONMENT AND SAFETY

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

46. VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of
the Listing Regulations the Company has adopted a vigil mechanism named Whistle Blower Policy for
directors and employees to report genuine concerns, which shall provide adequate safeguards against
victimization of persons who use such mechanism. Under this policy, we encourage our employees to report
any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in
violation of the 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 FY
2024-25.

47. BOARD POLICIES

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

48. BOARD DIVERSITY POLICY

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

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

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

50. HUMAN RESOURCES

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

51. DETAILS OF FRAUD REPORTED BY THE AUDITORS

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

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

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

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

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

53. COMMITTEES OF THE BOARD

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

a) Audit Committee,

b) Stakeholders’ Relationship Committee,

c) Nomination and Remuneration Committee, and

d) Corporate Social Responsibility Committee.

• AUDIT COMMITTEE

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

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

A. Powers of Audit Committee

The Audit Committee shall have the following powers:

- To investigate any activity within its terms of reference;

- To seek information from any employee;

- To obtain outside legal or other professional advice; and

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

B. Role of the Audit Committee

The role of the audit committee shall include the following:

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

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

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

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

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

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

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

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

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

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

11. Reviewing, with the management, the quarterly financial statements before submission to the
Board for approval;

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

13. Monitoring the end use of funds raised through public offers and related matters;

14. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of
audit process;

15. Approval of any subsequent modification of transactions of the company with related parties;
Explanation: The term “related party transactions” shall have the same meaning as provided in
Clause (zc) of the SEBI Listing Regulations and/or the Accounting Standards.

16. Scrutiny of inter-corporate loans and investments;

17. Valuation of undertakings or assets of the company, wherever it is necessary;

18. Evaluation of internal financial controls and risk management systems;

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

20. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit;

21. Discussion with internal auditors of any significant findings and follow up there on;

22. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the Board;

23. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post audit discussion to ascertain any area of concern;

24. Looking into the reasons for substantial defaults in the payment to depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

25. Reviewing the functioning of the whistle blower mechanism;

26. Approval of appointment of CFO (i.e., Whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate;

27. Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee; and

28. Reviewing the utilization of loans and/or advances from/investments by the holding company in
the subsidiary exceeding rupees hundred crores or 100% of the asset size of the subsidiary
whichever is lower including existing loans / advances/ investments, as may be applicable.

29. Consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.

Further, the Audit Committee shall mandatorily review the following information

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

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

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

- Internal audit reports relating to internal control weaknesses; and

- Appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the audit committee. • statement of deviations:

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations.

b. Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) the SEBI Listing Regulations.

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

MEETING OF AUDIT COMMITTEE AND RELEVANT QUORUM

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

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

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

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

• NOMINATION AND REMUNERATION COMMITTEE

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

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

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

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

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

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

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

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

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

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

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

9. Independent Director Performance Review: Evaluate and recommend whether to extend the
term of independent directors based on performance evaluations.

10. Other Delegated Activities: Perform additional tasks as delegated by the Board or as required
by law.

Meeting of Nomination and Remuneration Committee and Relevant Quorum

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

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

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

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

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

• STAKEHOLDERS RELATIONSHIP COMMITTEE

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

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

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

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

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

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

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

Meeting of Stakeholders’ Relationship Committee and Relevant Quorum

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

The quorum for a meeting of the Stakeholder’s Relationship Committee shall be two members present.

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

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

54. CREDIT RATING

The Company has not availed any Credit Rating.

55. GENERAL SHAREHOLDER’S INFORMATION

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

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

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

56. GREEN INITIATIVES

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

57. ACKNOWLDGEMENTS

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

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

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

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

Ganeshrao Vyankatrao Kawale Marotrao Vyankatrao Kawale

Date: 04/09/2025 Director Managing Director

Place: Nanded DIN: 06421666 DIN: 06421662

Registered Office:

Gut No. 44 And 46, Kusumnagar,

At Post Waghalwada, Umari, Nanded,

Maharashtra - 431807

Company Information

Indian Indices