M K Proteins Ltd

Dear Members,

The Board of Directors is pleased to present the Company's 12 th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2024.

(Rupees in Lakhs)

During the year ended 31st March 2024, Operational Revenue including other income was Rs. 24601.77 Lakhs and Profit Before Tax was Rs. 1546.97 Lakhs as against Operational Revenue of Rs. 31541.35 Lakhs and Profit Before Tax of Rs. 1498.98 during the previous year ended 31^st March 2023. While Net Profit for the financial year ended March 31, 2024 was Rs. 1120.78 Lakhs as against Rs. 1094.05 Lakhs in previous year.

Your Company is taking several remedial steps to meet the challenges viz. measures in saving cost at all front of operations, optimize use of available resources etc.

A detailed analysis on the operations of the Company during the year under review and outlook for the current year is included in the Management Discussion and Analysis Report forming an integral part of this Annual Report.

The Authorised Share Capital of the Company is Rs. 40,00,00,000/- (Rupees Forty Crores Only). The Paid up Equity Share Capital of the Company is Rs. 37,53,72,000/- divided into 37,53,72,000 Equity Shares of Re. 1/- each.

During the year under review, the Company issued 25,02,48,000 Equity Shares as Bonus shares in the ratio of 2:1 i.e. 2 Equity Shares for one equity share held.

As on 31 March, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Your Directors have not recommended dividend for the financial year ended March 31, 2024.

The Board has decided not to transfer any amount to the General Reserve during the year under review. Surplus of Rs. 1120.78 Lakhs is to be retained in Profit & Loss Account.

As on March 31, 2024, your Company has no Subsidiary Company, Associate or Joint Venture.

In accordance with the provisions of Section 152 of the Companies Act, 2013 ('the Act'), and the Company's Articles of Association, Mr. Raj Kumar retires by rotation and being eligible has offered himself for re-appointment.

Mr. Tej Mohan Singh and Mrs. Shipra Jain were appointed as Non-Executive Independent Directors of the Company by the Board at the Board Meeting dated May 05, 2023 for a period of five years. Their appointment was approved by the Members at the EGM held on August 04, 2023. Mrs. Swati Gupta was appointed as Non-Executive Independent Director in Board Meeting held on September 05, 2023 for a period of five years and (2). Her appointment was approved by the Members in AGM held on 29/09/2023.

Mr. Chatter Singh, Mr. Dinesh Singh Malik, Mr. Abhay Kumar and Mr. Raman Kumar, Independent Directors of the Company resigned on 2^nd May 2023, 2^nd May 2023, 7^th August 2023 and 17^th October 2023 respectively.

Mr. Tej Mohan Singh, Mrs. Laxmi Mandal, Mrs. Shipra Jain and Mrs. Swati Gupta are Independent Directors of the Company. The Company has received declaration of Independence from all the Independent Directors as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1) (b) of SEBI (LODR) Regulations, 2015. In the opinion of the Board, the Independent Directors fulfil the said conditions of Independence. The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's business for effective functioning, which are detailed in the Corporate Governance Report.

In the opinion of the Board, Independent Directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

The Board of Directors have carried out an annual evaluation of its own performance, Board Committee and individual Directors pursuant to provision of the Act and the corporate governance requirement as prescribed by the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirement) Regulation, 2015.The performance of the board was evaluated by the board after taking inputs from all the Directors on the basis of criteria such as the Board Composition and structure, effectiveness of board process, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

A structured questionnaire was prepared after taking into consideration various aspects of Board's functioning like composition of the Board and its Committees, Board culture, performance of specific duties and obligations keeping in view applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The evaluation process includes various aspects to determine the performance of Directors of the Company. The basis for this evaluation include fulfillment of independence criteria, qualifications, knowledge, level of engagement and contribution, skills and experience in the respective fields, honesty, integrity, ethical behavior and leadership, independence of judgment, attendance at the meetings, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges etc. The Board of Directors expressed their satisfaction over the evaluation process.

In a separate meeting of Independent Directors which was held on March 18, 2024, performance of nonindependent and the board as whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of Independent Director was done by the entire board, excluding the independent director being evaluated.

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

(i) In the preparation of Annual Accounts and Financial Statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) The Directors had selected such accounting policies and applied them consistently and made judgment 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 and loss of the company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors had prepared the Annual Accounts on a Going Concern Basis.

(v) The Directors have laid down internal financial control to be followed by the company and that such internal financial control is adequate and were operating effectively.

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Board met 12 (Twelve) times during the year. The details about the board meeting and the attendance of the directors are provided in Corporate Governance Report.

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various Committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee.

The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report.

The Board recognizes the importance of a diverse composition and has adopted a "Board Diversity Policy" which sets out the approach to diversity. The Board Diversity Policy of the Company is available at https://lykis.com/ investor.

Pursuant to Section 203 of the Companies Act, 2013, the Company has 4 (Four) Key Managerial Personnel viz. Mr. Parmod Kumar, Managing Director, Mr. Vinod Kumar, Whole Time Director, Ms. Neha Aggarwal as Company Secretary & Compliance Officer, Mr. Vinod Kumar as Chief Financial Officer of the Company.

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company for the Financial Year ended 31 March, 2024 in Form MGT-7 is uploaded on the website of the Company and can be accessed at www.mkproteins.in.

The Company had appointed M/s KRA & Co., Chartered Accountant (Firm Registration No. 020266N) as Statutory Auditor of the Company from the conclusion 11^th Annual General Meeting till the conclusion of 12 ^th Annual General Meeting of the Company. The Company has also received a consent from M/s KRA & Co. (Firm Registration No. 020266N) to act as a Statutory Auditor of your Company for the further period of five years.

There are no qualification, reservation or adverse remark or disclaimer made in the audit report for the financial year 2023-24.

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24(A) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the Company had appointed M/s. Jai Prakash Jagdev., as Secretarial Auditor of the Company for the financial year 2023-24.

The Secretarial audit report for the financial year ended March 31, 2024 is annexed to this Report as Annexure-2 which is self-explanatory.

M/s K. K. Sinha & Associates, Cost Accountants (Firm Regn. No. 100279), were the Cost Auditors of the Company for FY 2023-24

Based on the recommendation of the Audit Committee, of M/s K. K. Sinha & Associates, Cost Accountants (Firm Regn. No. 100279), being eligible, have also been appointed by the Board as the Cost Auditors for FY24-25 subject to Members' approval. The Company has received a letter from them to the effect that their re-appointment would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Companies Act, 2013. The remuneration to be paid to of M/s K. K. Sinha & Associates, for FY 2024-25 is subject to ratification of the shareholders at the ensuing AGM.

Cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013 are made and maintained by the Company.

The industrial relations remained cordial during the year under review.

The Company has complied with Secretarial Standards on meetings of Board of Directors and on General Meeting issued by the Institute of Company Secretaries of India in terms of Section 118 (10) of the Companies Act, 2013.

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The details of this policy are available on the website of the Company at mkproteins.in.

The Company has put in place adequate policies and procedures to ensure that system of Internal Financial Control is commensurate with the size and nature of the Company's business. The evaluation of these internal financial controls were done through internal audit process, established within the Company and through appointing professional firm to carry out such tests by way of systematic internal audit program. Based on the review of the reported evaluations, the directors confirms that the financial statement for the year ended March 31, 2024, are in accordance with the applicable accounting standards.

The Company has established a robust Risk Management system to identify & assess the key risks and ensure smooth and efficient operations of the business. Your company is well aware of these risks and challenges and has put in place mechanism to ensure that they are managed and mitigate with adequate timely actions. The audit committee reviews business risk area covering operational, financial, strategic and regulatory risks.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same operated throughout the year for all relevant transactions recorded in the software. Further, there were no instances of audit trail feature being tampered with.

There is no unclaimed dividend lying in terms of section 125(2) of the Companies Act, 2013 and accordingly the provisions of said section do not apply.

All contracts, arrangements/ transactions entered into during the year by the company with Related Parties were in ordinary course of business and on an arm's length basis. During the year under review, the company had not entered into any contract / arrangement/ transactions with related parties which could be considered as material. The particulars of contracts or arrangements referred to in section 188 (1) of the Companies Act, 2013 with related parties and as mentioned in form AOC-2 is attached as Annexure -1.

During the year under review, your Company has not employed any person who was in receipt of remuneration in excess of the limits specified under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details required as per Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Corporate Governance Report.

However pursuant to provision of section 136(1) of the Act, this report is being sent to the shareholders excluding the information required as per Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the said information, may write to the Company Secretary at the Registered Office/ Corporate Office of the Company and the said information is open for inspection at the Registered Office of the Company.

Your Company considers Great Brand and Great People as its biggest asset. The Company is continued to organize various inbound and outbound training programs, recreation and team building activities to enhance employee skills and motivation. Company also conducted various workshops and events for grooming and upgrading vocational skills of the talent pool in order to meet future talent requirements.

The Company has not accepted any deposits from public during the financial year under review.

In accordance with section 135 of the Companies Act, 2013, the provisions related to Corporate Social Responsibility (CSR) is are applicable to the company during the year under review. The details of CSR expenditure are mentioned in Annexure -5.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

The Company has not given loan to any company during the year. The company has not given any loan and advances in the nature of loans or stood guarantee, or provided security to any other entity during the year.

Considering gender equality, the Company has zero tolerance for sexual harassment at workplace. The Company has an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of woman at workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaint receive regarding sexual harassment. In Financial Year 2023-24, there were no complaints were received from any of the employee.

i. Number of Complaints filed during the financial year - NIL

ii. Number of complaints disposed of during the financial year- NIL

iii. Number of complaints pending as on end of the financial year - NIL

The Company has established a Vigil Mechanism and adopted a whistle blower policy for its Directors and employees, to report concern about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The mechanism provides adequate safeguards against victimization of persons who use this mechanism. During the financial year 2023-24, no cases under this mechanism were reported to the Company.

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral part of this report and is annexed as Annexure-4.

A certificate from Mr. Jai Prakash Jagdev, Practicing Company Secretary regarding compliance on conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report on Corporate Governance.

The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015 is Annexed as Annexure-3.

The Company has initiated to take adequate measures for conservation of energy. The Company shall explore alternative source of energy as and when the necessity arises.

The Company continues to use the latest technologies for improving the productivity and quality of its services and products.

(Rs. in Lakhs)

There were no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relates and the date of the Report.

During the year, the Company passed Resolutions through Postal Ballot.

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

Your Directors place on record their deep appreciation to all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain in industry. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company's endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Business Partners, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

1. During the Financial Year 2023-24 there were no arrangements or transactions with related parties which were not at arm's length basis.

2. Following are the details of contracts or arrangements or transactions at Arm's length basis:

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Naraingarh Road,

Village Garnala,

Ambala City, Haryana-134003

We have conducted the Secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M K Proteins Limited (CIN: L15500HR2012PLC046239) (hereinafter called "The Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, information to the extent provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on 31st March, 2024 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on 31st March, 2024 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made thereunder;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the Rules made thereunder;

III. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings:

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') to the extent applicable to the Company:

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2018;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, Regulations, 2018;

c. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other amendments thereof (hereinafter collectively referred to as "Listing Regulations");

d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time.

e. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 - Not Applicable to the Company during the Audit Period.

f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not Applicable to the Company during the Audit Period.

g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2018 - Not Applicable to the Company during the Audit Period.

i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not Applicable to the Company during the Audit Period.

j. Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

We have also examined compliances with the applicable clauses of the following:

(i) Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited and Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015.

During the year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, and Standards, etc. as mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Mrs. Shipra Jain and Mr. Tej Mohan Singh were appointed as a Non-Executive Independent Directors of the Company effective from 05^th May 2023 and Mrs. Swati Gupta was appointed as a Non-Executive Independent Director of the Company effective from 05^th September 2023. Mr. Chatter Singh, Mr. Dinesh Singh Malik, Mr. Abhay Kumar and Mr. Raman Kumar, Independent Directors of the Company resigned on 2^nd May 2023, 2^nd May 2023, 7^th August 2023 and 17^th October 2023 respectively.

Adequate notice is given to all directors to schedule the Board meetings, agenda and detailed notes on agenda were sent with proper time gap in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company

commensurate with the size and operations of the Company to monitor and ensure compliance

with applicable laws, rules, regulations and guidelines.

1. The Board of Directors of the Company at their meeting held on 05 May, 2023 considered and approved— Appointment of Mrs. Shipra Jain and Mr. Tej Mohan Singh as Non-Executive

Independent Directors w.e.f 05 May, 2023 subject to Members approval;

2. The Board of Directors of the Company at their meeting held on 05 May, 2023 and on 7^th August 2023 considered Resignation and approved— Resignation of Mr. Chatter Singh and Mr. Dinesh Kumar Shah as an Independent

Directors of the company w.e.f. 05 May, 2023;

— Resignation of Mr. Abhay Kumar as an Independent Directors of the company w.e.f.

7 ^th August, 2023;

3. The Board of Directors of the Company at their meeting held on 21^st August, 2023 considered and approved the Resignation of Mr. Nipun Garg, Chief Financial Officer of the Company.

4. The Board of Directors of the Company at their meeting held on 05 September, 2023 considered and approved— Appointment of Mrs. Swati Gupta as Non-Executive Independent Directors w.e.f 5^th

September, 2023 subject to Members approval;

5. The Board of Directors at their Meeting held on 23^rd September 2023 approved the stock split of Shares from Rs. 10/- per share to Re. 1 per share, approval for which was taken from the Members through Postal Ballot.

6. The Board of Directors at their Meeting held on 18^th March 2024 approved the allotment of 25,02,48,000 Equity Shares to the Shareholders of the Company in the ratio of 2:1 i.e. two equity shares for each equity share held.

(i) Public / Right / Preferential issue of shares / debentures / Sweat Equity.

(ii) Redemption / buy-back of securities.

(iii) Merger / amalgamation / reconstruction, etc.

(iv) Foreign technical collaborations.

Our report of even dated to be read along with the following clarifications:

This report is to be read with our letter of even date which is annexed as Annexure A and forms

an integral part of this report.

Naraingarh Road,

Village Garnala,

Ambala City Haryana- 134003

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provided a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Book of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulation, standards is the responsibility of management. Our examination was limited to the verification of procedures on the test basis.

6. The Secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.