Mayank Cattle Food Ltd

Dear Members,

Your Directors have pleasure in presenting the 26^th Annual Report together with the Audited Statement of Accounts of your Company for the Year ended March 31^st, 2024.

The Company's financial performance, for the year ended March 31^st, 2024:

(In lakhs)

The Company has experienced a nominal decline in its operational income but has managed to significantly improve its net profit after tax. This improvement in net profit is a positive indicator of the company's ability to enhance its profitability despite lower operational revenues.

The Company has reported total income from operations of Rs. 29,029.51/- (In Lakhs) for the current year as compared to total income from operations of Rs.30,918.05/- (In Lakhs) in the previous year. The Net Profit for the year under review amounted to Rs. 303.43/- (In Lakhs) as compared to Net Profit of Rs.127.25/-(In Lakhs) in the previous year.

Despite a 6.11% decline in Income from Operations to Rs. 29,029.51/- (In Lakhs), our strategic initiatives have led to a remarkable 138.45 % increase in Net Profit after Tax to Rs.303.43/- (In Lakhs), underscoring our commitment to enhancing profitability and delivering long-term value.

Transfer to Reserve:

The Board of the Company has not carried any amount to reserve account. Net surplus after adding Current year's profit of Rs.303.43 /-(In Lakhs) comes to Rs. 2,150.33 /- (In Lakhs).

In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2024.

Material Changes and Commitments:

The Board of Directors of the Company had approved the proposal of acquisition of Partnership Firm, M/S AJAY INDUSTRIES having its business at Ajay Industries, Station Road, Manavadar, Dist: Junagadh 362630 as going concern basis

This acquisition aligns with our long-term growth strategy, bringing significant synergies and operational efficiencies. Target Firm's robust customer base, complementary technology, and skilled workforce will accelerate our innovation capabilities and competitive edge. We anticipate this integration will drive revenue growth, improve profitability, and deliver enhanced value to our stakeholders. The acquisition process was completed smoothly, and we are now focused on a seamless integration to maximize the benefits of this strategic investment.

The Company, pursuant to the provisions of Section 26 and 32 of the Companies Act, 2013 read with rules made there under, including the SEBI (ICDR) Regulations, 2018 (as amended), and in terms of Prospectus Dated 18th January 2024, offered 18,00,000 (Eighteen Lakh) equity shares of face value of Rs.10/- each, at a premium of Rs.98/- per equity share, through Fixed Price issue, in the Initial Public Offer (IPO) to meet the Expenditure toward purchase of additional plant and machinery and working capital requirements. The Issue opened on Monday, the 29th January, 2024 and closed on Wednesday, the 31st January, 2024. The issue and allotment of equity shares in the capital of the Company was made on Thursday, the 01st February, 2024. The designated Stock Exchange - Bombay Stock Exchange Limited, has approved, the listing and trading of equity shares in the capital of the Company, on its SME Platform, w.e.f. Monday, the 05th February, 2024. Your Directors place their sincere thanks to all the investors and the BSE, SEBI, Merchant Bankers and all the agencies for their guidance and support. The Company's equity shares are regularly being traded at the floor of the SME Platform of BSE.

Change In Nature of Business:

During the year no event has been occurred which may result into the change in the Company's nature of business.

Authorized capital:

There was a change in the Authorised share capital of the Company. It was increased from Rs. 25,00,000/- to Rs. 6,00,00,000/- divided into 60,00,000 Equity Shares of Rs. 10/- each in a duly convened EGM dated 24.04.2023

Paid-up share capital:

There was a change in paid up capital of the Company. It was increased from Rs. 20,00,000 divided into 2,00,000 Equity Share of Rs.10/- each to Rs. 5,40,00,000 divided into 54,00,000 Equity Share of Rs.10/- each.

In the Financial Year 2023-24, your Company got listed on the SME Platform of BSE Limited, and till date, the Company has utilized funds in the objects as stated in offer document and there were no deviations. However there were variations in utilization of funds raised from the public. Hence, the explanation for the variation in terms of Regulation 32(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is as follows: -

"The variation in the utilization of IPO proceeds is a temporary measure to address working capital requirements. Due to unforeseen operational needs, the company has strategically reallocated a portion of the funds to support immediate working capital demands, ensuring smooth operations and business continuity. Once the situation stabilizes, the company intends to redirect the funds in line with the original objectives outlined during the IPO. This approach helps maintain financial flexibility while safeguarding the company's growth prospects, while ensuring full compliance with applicable regulations governing IPO proceeds utilization".

The Company's Equity Shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. As on March 31, 2024 all 54,00,000 equity shares dematerialized through depositories viz. National Securities Depositories Limited and Central Depositories Services (India) Limited, represents whole 100% of the total issued, subscribed and paid-up share capital of the Company as on that date. The ISIN allotted to your Company is INE0R5Z01015. Status of the Securities as on March 31, 2024 hereunder:

The Company has appointed Cameo Corporate Services Limited as its Registrar and Share Transfer Agent .The Registered Office of Cameo Corporate Services Limited is situated at Subramanian Building", No. 1, Club House Road, Chennai, Tamil Nadu, 600002.

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company http://www.mayankcattlefood.com

Statutory Auditors

M/s. J. C. RANPURA & CO., Chartered Accountants, (Firm Registration No. 108647W) were appointed as Statutory Auditors of the Company for 5 (five) consecutive years, at the 25th Annual General Meeting for five years till the conclusion of the Annual General Meeting to be held in the calendar year 2028. Accordingly, they have conducted Statutory Audit for the F.Y. 2023-24. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company, and shall continue to be Statutory Auditors for the F.Y. 2023-24.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors' Report does not contain any qualification, reservation disclaimer. The Notes to the financial statements referred in the Auditors' Report are self-explanatory and do not call for any further comments.

Board's Comment on the Auditors' Report

The observation of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self explanatory and does not call for any further comment.

Detail of Fraud as per Auditors Report

There is no fraud in the Company during the F.Y. ended 31^st March, 2024. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the F.Y. ended 31^st March, 2024.

Cost Records

The Company is maintaining the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

Cost Auditors

The Company has appointed Tadhani & Co., Cost Accountants, as cost auditor of the Company to audit the cost accounts for the financial year 2024-25, as per section 148 read with Companies (Audit and Auditors) Rules, 2014.

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Director appointed Mr. Dharmesh Dadhania, Chartered Accountants, (ICAI Membership No. 123350) as an Internal Auditor of the Company for the financial Year 2023-24.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

Secreterial Auditor

The Board had appointed M/s Dixit Shah & Associates, Company Secretaries, to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31^st, 2024 is annexed and marked as "Annexure-I" to this Report.

The details of qualification, reservation or adverse remark on the Secretarial Auditor report is as table below:

Constitution of the Board

The Board of directors are comprising of total 8 (Eight) Directors, which includes 3 (Three) Independent Directors.The Chairman of the Board is Promoter and Managing Director. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

Board Independence

Our definition of ‘Independence' of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having following independent directors:

i) Ekta Ankur Dholakia (DIN: 10150882)

ii) Neelesh Kushalpal Bhardwaj (DIN: 10154922)

iii) Bhavesh Prataprai Doshi (DIN: 01201268)

As per provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation.

Declaration by the Independent Directors

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2023-24.

Separate Meeting of Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 04^th March 2024 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timelines of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

Company's policy on Directors' Appointment and Remuneration

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive at tributes, independence of a Director and other matters provided under section 178(3),uploaded on company's website.

Director retiring by rotation

As per the provisions of the Act, Mr. Ankit Bharatbhai Vachhani (DIN: 07279064) retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Based on the performance evaluation and recommendation of NRC, Board recommends the re-appointment in the ensuing AGM.

Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings & Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

Directors

During the year under review, following appointment / cessation or change in designation of directors were made:

Key Managerial Personnel (KMP)

During the year under review, the following persons appointed as Key Managerial Personnel (KMP) of the Company:

Followings are the Directors and KMPs of the Company:

Meetings of Board of Directors

Seventeen (17) Board Meetings were held during the Financial Year Ended March 31, 2024. Detail are as follows:

The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

Attendance of Directors at the Board Meetings: -

Mr. Ashwin Girdharlal Patel Resigned on 01.05.2023.

Mr. Nandlal Laxmanbhai Mandavia Resigned on 01.05.2023.

The Company has the following committees:

Audit Committee

The Company has constituted Audit Committee as per requirement of section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013.The Audit Committee comprises of the following Directors of the Company:

During the financial year 2023-24, the Audit Committee met 5 (Five) times on 05.09.2023, 28.09.2023, 21.12.2023, 18.03.2024 and 26.03.2024.

Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Nomination and Remuneration Committee comprises of the following Directors of the Company:

During the financial year 2023-24, the Nomination and Remuneration Committee met 1 (one) time on 05.09.2023.

Stakeholders Relationship Committee

The Company has constituted a Stakeholders' Relationship Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Stakeholders' Relationship Committee comprises the following Directors:

During the financial year 2023-24, the Stakeholders' Relationship Committee met 1 (one) time on 05.09.2023.

Director's Responsibility Statement:

a) Pursuant to the requirements under Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

b) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

c) The Directors have 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date.

d) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

e) The Directors have prepared the annual accounts on a 'going concern' basis.

f) The Directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-II".

The Company does not have any Subsidiary, Joint Venture or Associate Company as on March 31^st, 2024.

Deposits:

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

Contracts and Arrangements with Related Parties:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were on an arm's length basis. During the year, the Company has entered into contract / arrangement / transaction with related parties which could not be considered material as per section 188 read with rule 15 of The Companies (Meetings of Board and its Powers) Rules, 2014. Thus AOC-2 is not required.

All Related Party Transactions were placed before the Audit Committee for approval. A policy on the related party Transitions was framed & approved by the Board and posted on the Company's website at below link:

The details of related party transaction are provided in the notes forming part of the Financial Statement.

Particulars of Loans, Guarantees or Investments Under Section 186:

During the year, the Company has not given any loan or provided any guarantee or security in favour of other parties and has also not made any investment of its fund with any other party under Section 186 of Companies Act, 2013.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore no funds were required to be transferred to Investor Education and Protection Fund (IEPF).

The Company has put in place an adequate system of internal control commensurate with its size and nature of business to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control system and monitors them in accordance with the policy adopted by the Company. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

As per Regulation 34 (e) read with schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the management Discussion and Analysis Report of the Company for the year ended is set out in this Annual Report as "Annexure-III".

The company has established vigil mechanism (whistle blower policy) and according to such policy, Audit Committee has been constituted for the purpose of vigil mechanism. All employees are encouraged to report any instance/s of unethical behaviour, fraud, violation of the company's code of conduct or any behaviour which may otherwise be inappropriate and harmful to the Chairperson of the Audit Committee. No such instances have been brought to notice during the year.

The details of the Vigil Mechanism Policy has posted on the website of the Company at following link:

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and same is hosted on the website of the company at following link:

The Company being listed on the SME Platform of Bombay Stock Exchange, therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not applicable to the Company. Further, The Company need not require complying with requirements as specified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report.

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The details of the Insider Trading Policy has posted on the website of the Company.

The Code requires Trading Plan, pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. However, there were no such instances in the Company during the year 2023-24.

Risk Management Policy:

The risk management policy is required to identify major risks which may threaten the existence of the Company. The Management do not notice any risk in near future which may have threat on the existence of the Company. However, Every Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company's capacity to create sustainable value is the risks that the company is willing to take and its ability to manage them effectively. Many risks exist in a company's operating environment and they emerge on a regular basis. The Company's Risk Management process focuses on ensuring that these risks are identified on a timely basis and addressed. The Company has its own risk management policy to cop-up with any risk arises in future.

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria/ limits mentioned in the said Section of the Act.

Particulars of Employees:

A statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as "Annexure-IV" to this Report.

The Company has always believed in providing a safe and harassment free workplace for every individual working in premises through various interventions and practices. The Company is committed to create and provide a safe and conducive work environment to its employees.

The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment and lay downs the guidelines for identification, reporting and prevention of sexual harassment.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

The Directors have devised systems to ensure compliance with the provisions of applicable Secretarial Standards and that such systems are adequate and operating effectively.

No applications made or proceedings pending in the name of the company under Insolvency and Bankruptcy Code, 2016.

There has been no one time settlement of loans taken from Banks and Financial Institutions.

There was no occasion wherein the equity shares of the Company have been suspended for trading during the inancial year 2023-24.

Acknowledgment:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board