Directors Report of Mayank Cattle Food Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 27^th Annual Report together with the Audited
Statement of Accounts of your Company for the Year ended March 31, 2025.

Financial Results:

The Company’s financial performance, for the year ended March 31, 2025:

	Standalone		Consolidated
Particulars	Financial Year		Financial year
	2024-25	2023-24	2024-25	2023-24
Income From Operations	39,085.79	29,029.51	39242.78	-
Other Income	37.03	33.73	37.31	-
Total Income	39,122.82	29,063.24	39280.09	-
Total Expenses	38,411.77	28,663.14	38555.14	-
Profit / (Loss) before Tax	711.05	400.10	724.95	-
Less: Tax Expenses	213.8	96.67	217.63	-
Net Profit / (Loss) for the year after Tax	497.25	303.43	507.32	-
Less: Minority interest in Profit)/losses	-	-	3.52	-
Net Profit / (Loss) for the year (after Minority interest adjustment)	497.25	303.43	503.80	-
Earning Per Shares (Basic in Rs)	9.21	7.80	9.33	-

Company’s Performance (Standalone):

The Company has experienced a substantial improvement in its overall financial performance
during the financial year 2024-25. Income from Operations increased significantly to Rs.
39,085.79 Lakhs, reflecting a 34.64% growth compared to Rs. 29,029.51 Lakhs in the previous
financial year 2023-24. This strong growth demonstrates the Company’s enhanced market
presence and operational efficiency.

The Total Income (including Other Income) stood at Rs. 39,122.82 Lakhs, up from Rs.
29,063.24 Lakhs in FY 2023-24, showcasing an overall growth of 34.61%.

Total Expenses for the year increased to Rs. 38,411.77 Lakhs, as against Rs. 28,663.14 Lakhs
in the previous year, in line with the rise in operational activities. Despite the increase in
expenses, the Company’s Profit Before Tax improved notably to Rs. 711.05 Lakhs, up from
Rs. 400.10 Lakhs in the previous year—registering a growth of 77.72%.

After accounting for tax expenses of Rs. 213.80 Lakhs (FY 2023-24: Rs. 96.67 Lakhs), the
Net Profit for the year stood at Rs. 497.25 Lakhs, reflecting a 63.87% increase compared to
Rs. 303.43 Lakhs in FY 2023-24.

Furthermore, the Earnings Per Share (Basic) rose to Rs. 9.21, as against Rs. 7.80 in the
previous year, indicating stronger returns for shareholders.

This consistent growth in revenue and profitability underlines the Company’s strong execution
of its strategic initiatives, operational resilience, and commitment to long-term value creation
for stakeholders.

Company’s Performance (Consolidated):

For FY 2024-25, the Consolidated Income from Operations stood at Rs. 39,242.78 Lakhs, with
an Other Income of Rs. 37.31 Lakhs, bringing the Total Consolidated Income to Rs. 39,280.09
Lakhs. These consolidated figures highlight the broader operational scale and financial
integration of the Company and its subsidiaries.

Total Expenses on a consolidated basis were Rs. 38,555.14 Lakhs, resulting in a Profit Before
Tax (PBT) of Rs. 724.95 Lakhs.

After accounting for Tax Expenses of Rs. 217.63 Lakhs, the Net Profit After Tax (PAT) for the
consolidated entity stood at Rs. 507.32 Lakhs.

The Consolidated Earnings Per Share (Basic) for FY 2024-25 was reported at Rs. 9.33,
demonstrating healthy earnings strength and strong performance across the group entities.

This first year of reporting consolidated financials underscores the Company’s solid
performance not only at the standalone level but also across its subsidiaries. It reflects
enhanced operational control, integration, and strategic execution across business units.

Consolidated Financial Statement:

In accordance with the provisions of the Companies Act, 2013 ("the Act”) and the Listing
Regulations read with Ind AS 110-Consolidated Financial Statements, Ind AS 28-Investments
in Associates and Joint Ventures and Ind AS 31-Interests in Joint Ventures, the consolidated
audited financial statement forms part of this Annual Report.

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.497.25 /- (In Lakhs) comes to Rs. 2666.26 /- (In Lakhs).

Dividend:

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, 2025.

Material Changes and Commitments:

• Addition of Two New Oil Expeller Machinery at Manavadar Plant, Junagadh:

During the financial year, the Company has made a investment by purchasing two New
Oil Expeller Machinery located in Manavadar Plant, Junagadh.. This acquisition is in
line with the Company''s strategic expansion plans and is expected to enhance our
operational capacity and efficiency in the region. The purchase represents a material
commitment of financial resources and reflects the Company''s ongoing focus on long¬
term growth and value creation.

• Addition in Object Clause of the Memorandum of Association of Company:

The Company has amended the Object Clause of its Memorandum of Association to
include new business activities aligned with its long-term vision. The addition enables
the Company to diversify its operations and explore new areas of business, thereby
enhancing flexibility in pursuing future opportunities. These changes reflect the
Company’s commitment to continuous growth and adapting to evolving market
demands.

• Investment in Nanogen Agrochem Private Limited (Subsidiary Company)

The Company had invested Rs. 65,000 (Rupees Sixty Five Thousand Only) in the said
subsidiary company i.e. 65% in the paid up share capital of the company.

Initial Public Offer- SME Platform of the Bombay Stock Exchange:

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.

Changes in Shares Capital:

• Authorized capital:

There were no change in the Authorised share capital of the Company. As on 31st
March 2025 the Authorised share capital of the Company is at Rs. 6,00,00,000/-
divided into 60,00,000 Equity Shares of Rs. 10/- each.

• Paid-up share capital:

There were no change in paid up capital of the Company. As on 31st March 2025 the
paid-up share capital of the Company is at Rs. 5,40,00,000 divided into 54,00,000
Equity Share of Rs.10/- each.

Deviation or Variation from proceeds or utilisation of funds raised from Pubic Issue:

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. Subsequently, the company has invested the
unutilized amount (the portion of fund used in a temporary measures to address working
capital requirements) in a fixed deposit. This ensures capital preservation and interest accrual
while maintaining liquidity for future deployment as per the original objects of the issue. This
approach helps maintain financial flexibility while safeguarding the company’s growth
prospects, while ensuring full compliance with applicable regulations governing IPO proceeds
utilization”.

Dematrialisation of Securities:

The Company’s Equity Shares are admitted in the system of Dematerialization by both the
Depositories namely NSDL and CDSL. As on March 31, 2025 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 31,2025 hereunder:

	CDSL	NSDL	TOTAL
Shares in Demat	18,24,300	35,75,700	54,00,000
Physical Shares	Nil	Nil	Nil

Registrar and Share Transfer Agent

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.

Extract of Annual Return:

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

Auditor:

• 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. 2024-25. 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. 2024-25.

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, 2025. 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, 2025.

• 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 2025-26, 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 2024-25.

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

Sr No.	Qualifications / Reservations / Adverse Remarks / Disclaimers	Managements’ Reply
01	During the course of audit, it was observed that cross-verification of balances with creditors and debtors having significant transaction during the year is not being carried out on a regular basis.	We acknowledge the auditor’s observation. Going forward, management will ensure regular cross-verification of balances with major creditors and debtors to strengthen the

accuracy and reliability of financial records.

• 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 31,2025 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:

Sr No.	Qualifications / Reservations / Adverse Remarks / Disclaimers	Managements’ Reply
1.	During the period under review, it has been observed that there is a variation in the utilization of the proceeds raised through the Initial Public Offering (IPO) of the Company. As per the objects stated in the Prospectus, the IPO proceeds were initially earmarked for deployment towards Funding Capital Expenditure toward purchase of additional plant and machinery and Issue Related Expenses (aggregating to Rs. 74.17 Lakhs). However, the management has subsequently varied the utilization of the unutilized portion of the IPO funds and has used toward Working Capital. Further the same is parked in Fixed Deposits with HDFC Bank Limited.	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. The Company has informed that the said variation was made in view of current operational requirements and with a view to optimize fund utilization. The Board of Directors has taken note of the variation and taken steps to comply with the Act and Regulation.
2.	During the period under review, the Company has filed Form MGT-14 in respect of the Board Resolution approving the financial Accounts for the Financial Year 2023-24 (as required under Section 179(3) of the Companies Act, 2013) beyond the prescribed time limit of 30 days from the date of passing of the resolution. The due date for filing the said form was 15th June 2024, however, the Company filed Form MGT- 14 on 5th September 2024 resulting in a delay of 82 days. The said delay in filing constitutes non-compliance with the provisions of Section 117 of the Companies Act, 2013, which mandates filing of such resolutions with the Registrar of Companies within the stipulated time.	The Board of Directors acknowledges the observation regarding the delayed filing of Form MGT-14. The delay was inadvertent and occurred due to an administrative oversight. The Company has since taken necessary steps to ensure that the form was duly filed with the Registrar of Companies with additional fees as prescribed under the Act. Further, the management has implemented stricter internal compliance mechanisms to prevent such delays in the future and ensure timely statutory filings going forward.

Board of Directors, their Meetings & KMPS

• 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 as on 31^st, March 2025:

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 2024-25.

• 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
2025 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.

https://mavankcattlefood.com/policies/NOMINATION AND REMUNERATION POLI
CY.pdf

• Director retiring by rotation

As per the provisions of the Act, Mr. Mayank Bharatkumar (DIN: 08675340) 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 and Key Managerial Personnel (KMP)

During the year under review, there were no appointment / cessation or change in
designation of directors and KMP

• Followings are the Directors and KMPs of the Company as on 31st March 2025

Sr No.	Name of Director/KMPs	Designation/Nature of Directorship
01	Bharatkumar Popatlal Vachhani	Managing Director and Chairman
02	Ajay Popatlal Vachhani	Whole-time director
03	Tanmai Ajaybhai Vachhani	Whole-time director
04	Mayank Bharatkumar Vachhani	Whole-time director
05	Ankit Bharatbhai Vachhani	CFO and Executive Director
06	Ekta Ankur Dholakia	Independent Director
07	Neelesh Kushalpal Bhardwaj	Independent Director
08	Bhavesh Prataprai Doshi	Independent Director
09	Payalben Mrugesh Pandya	Company Secretary & Compliance Officer

As on the date of this report, Mr. Bhavesh Prataprai Doshi (DIN:01201268) and Mr.
Neelesh Kushalpal Bhardwaj (DIN:10154922) have resigned from their respective
positions with effect from 21.06.2025. Their resignations have been duly noted and
accepted by the management, and necessary disclosures have been made in
accordance with applicable regulatory requirements.

Mr. Vimal Bachubhai Virani (DIN: 11195093) was appointed as an Additional Director
in the category of Non-Executive Independent Director w.e.f 19th July 2025 and
recommended his appointment as Non- Executive Independent Director for the
approval of the shareholder of the company in Annual General Meeting.

Mr. Hitesh Naranbhai Parsana (DIN: 11222594) was appointed as an Additional
Director in the category of Non-Executive Independent Director w.e.f 06th August 2025

and recommended his appointment as Non- Executive Independent Director for the
approval of the shareholder of the company in Annual General Meeting.

• Justification for Appointment of Independent Directors:

The proposed appointees have been selected based on their extensive experience,
professional integrity, and proven track record in their respective fields, which include
finance, corporate governance, legal affairs, and industry-specific expertise. They
possess the necessary skills and qualifications as prescribed under the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015, and are not related to the promoters
or the management in any manner, ensuring their independence.

Their appointment is expected to bring in valuable perspectives and unbiased
judgment to the Board''s deliberations. The Board believes that their expertise will
significantly contribute to strengthening the governance framework and enhancing the
overall effectiveness of the Board. Accordingly, their appointment as Independent
Directors is justified in the best interest of the Company and its stakeholders.

• Meetings of Board of Directors

Six (6) Board Meetings were held during the Financial Year Ended March 31, 2025.
Detail are as follows:

Sr. No.			Total No. of directors as on the date of the Meeting
	Date of Meeting			No. of directors attended
1	16.05.2024		8	8
2	25.06.2024		8	8
3	05.08.2024		8	8
4	02.09.2024		8	8
5	14.11.2024		8	7
6	05.03.2025		8	7

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

Attendance of Directors at the Board Meetings: -

				No. of
Sr. No.	Name of Directors	No. of Meetings Entitled to Attend		Meetings
				Attended
1.	Bharatkumar Popatlal Vachhani	06		06
2.	Ajay Popatlal Vachhani	06		06
3.	Tanmai Ajaybhai Vachhani	06		06
4.	Mayank Bharatkumar Vachhani	06		06
5.	Ankit Bharatbhai Vachhani	06		06
6.	Ekta Ankur Dholakia	06		06
7.	Neelesh Kushalpal Bhardwaj	06		06
8	Bhavesh Prataprai Doshi	06		04

Committees of the board

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:

Sr. No.	Name of Directors	Nature of Directorship	Designation in Committee
1	Neelesh Kushalpal Bhardwaj	Independent Director	Chairman
2	Ekta Ankur Dholakia	Independent Director	Member
3	Ajay Popatlal Vachhani	Whole Time Director	Member

During the financial year 2024-25, the Audit Committee met 5 (Five) times on
16.05.2024, 05.08.2024, 02.09.2024, 14.11.2024 and 15.02.2025.

Sr. No.	Date on which Meetings were held	Total Strength of the Committee	No. of Members Present	Meetings Attended by
1.	16/05/2024	3	3	All Meetings are attended by:-
2.	05/08/2024	3	3	1) Mr. Neelesh
3.	02/09/2024	3	3	Kushalpal
4.	14/11/2024	3	3	Bhardwaj
5.	15/02/2025	3	3	2) Mrs. Ekta Ankur Dholakia 3) Mr. Ajay Popatlal Vachhani

• 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:

Sr. No.	Name of Directors	Nature of Directorship	Designation in Committee
1	Neelesh Kushalpal Bhardwaj	Independent Director	Chairman
2	Ekta Ankur Dholakia	Independent Director	Member
3	Bhavesh Prataprai Doshi	Independent Director	Member

During the financial year 2024-25, the Nomination and Remuneration Committee met
1 (one) time on 02.09.2024.

Sr. No.	Date on which Meetings were held	Total Strength of the Committee	No. of Members Present	Meetings Attended by
1.	02/09/2024	3	3	Meeting was attended by: - i) Mr. Neelesh Kushalpal Bhardwaj ii) Mrs. Ekta Ankur Dholakia iii) 3) Mr. Bhavesh Prataprai Doshi

• 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:

Sr. No.	Name of Directors	Nature of Directorship	Designation in Committee
1	Bhavesh Prataprai Doshi	Independent Director	Chairman
2	Bharatkumar Popatlal Vachhani	Managing Director	Member
3	Ajay Popatlal Vachhani	Whole Time Director	Member

During the financial year 2024-25, the Stakeholders’ Relationship Committee met 1
(one) time on 07.10.2024.

Sr. No.	Date on which Meetings were held	Total Strength of the Committee	No. of Members Present	Meetings Attended by
1.	07/10/2024	3	3	Meeting was attended by:- 1) Mr. Bhavesh Prataprai Doshi 2) Mr. Bharatkumar Popatlal Vachhani 3) Mr. Ajay Popatlal Vachhani

Director’s Responsibility Statement:

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:

a) In the preparation of the annual accounts for the year ended March 31, 2025, 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.

b) 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, 2025 and of
the profit of the Company for the year ended on that date.

c) 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.

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

e) 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

f) 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.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings &
Outgo:

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-M”.

Details of Subsidiary, Joint Venture or Associate Companies:

The Company does have Subsidiary, Joint Venture or Associate Company as on March
31, 2025.

During the year under review, Nanogen Agrochem Private Limited have become the
subsidiary of the Company. A statement providing details of performance and salient
features of the financial statement of subsidiary, associate, joint venture companies,
as per Section 129(3) of the Act, is provided as “Annexure-III” thereto are available on
the Company’s website and can be accessed at http://www.mayankcattlefood.com.

The financial statements of the subsidiaries, are available on the Company’s website
and can be accessed at http://www.mayankcattlefood.com.

The Policy for determining Material Subsidiaries is available on the Company’s website
and can be accessed at http://www.mayankcattlefood.com.

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 not entered into contract / arrangement / transaction with related parties which
could 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 transactions was framed & approved by the Board and
posted on the Company’s website at below link:

https://mayankcattlefood.com/policies/POLICY ON RELATED PARTY TRANSACTI
ON.pdf

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 given loan or provided any guarantee or security in
favour of other parties and has also made any investment of its fund with any other
party under Section 186 of Companies Act, 2013.

The details of such transaction are provided in the notes forming part of the "Financial
Statement".

Transfer of Amounts to Investor Education and Protection Fund:

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).

Internal Financial Control:

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.

Management Discussion and Analysis Reports

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-IV”.

Vigil Mechanism:

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:

https://mavankcattlefood.com/policies/VIGIL MECHANISM & WHISTLE BLOWER
POLICY.pdf

Code of Conduct

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:

https://mayankcattlefood.com/policies/CODE OF CONDUCT FOR BOARD OF DI
RECTORS AND SENIOR MANAGERIAL PERSONNEL.pdf

Corporate Governance:

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.

Prevention of Insider Trading

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.

https://mayankcattlefood.com/policies/CODE OF INTERNAL PROCEDURES CON
DUCT FOR PREVENTION OF INSIDER TRADING.pdf

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 2024-25.

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.

Corporate Social Responsibility

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-V” to this Report.

Prevention of Sexual Harassment at Workplace:

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.

Details of Significant and Material Orders Passed by the Regulators, Courts and
Tribunals:

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

---

Mar 31, 2024

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.

Financial Results:

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

(In lakhs)

Particulars	Financial Year
	2023-24	2022-23
Income From Operations	29,029.51	30,918.05
Other Income	33.73	40.09
Total Income	29,063.24	30,958.14
Total Expenses	28,663.14	30,786.62
Profit / (Loss) before Tax	400.10	171.52
Less: Tax Expenses	96.67	44.27
Net Profit / (Loss) for the year after Tax	303.43	127.25
Earning Per Shares (Basic in INR)	7.80	3.53

Company’s Performance:

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).

Dividend:

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.

Initial Public Offer- SME Platform of the Bombay Stock Exchange:

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.

Changes in Shares Capital:

• 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.

Date of Allotment	Name of Allotees	Number of Shares
10/05/2023	Through Bonus Issue	34,00,000
01/02/2024	Through Initial Public Offer	18,00,000

Deviation or Variation from proceeds or utilisation of funds raised from Pubic Issue:

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”.

Dematrialisation of Securities:

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:

	CDSL	NSDL	TOTAL
Shares in Demat	18,26,100	35,73,900	54,00,000
Physical Shares	Nil	Nil	Nil

Registrar and Share Transfer Agent

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.

Extract of Annual Return:

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.

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:

Sr No.	Qualifications / Reservations / Adverse Remarks / Disclaimers	Managements’ Reply
1.	The Company has Variation in utilization of the IPO proceeds.	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.

Board of Directors, their Meetings & KMP’s

• 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.

https://mavankcattlefood.com/policies/NOMINATION AND REMUNERATION POLI CY.pdf

• 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.

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

Name of Director	DIN /PAN	Designation	Date of Appointment/ Change in Designation	Nature of Change
Ashwin Girdharlal Patel	00585350	Director	01.05.2023	Cessation
Nandlal Laxman Mandavia	01638473	Director	01.05.2023	Cessation
Bharatkumar Popatlal Vachhani	00585375	Managing Director	24.07.2023	Change in Designation
Ajay Popatlal Vachhani	00585290	Whole-time director	24.07.2023	Change in Designation
Tanmai Ajaybhai Vachhani	07548458	Whole-time director	24.07.2023	Change in Designation
Mayank Bharatkumar Vachhani	08675340	Whole-time director	24.07.2023	Change in Designation
Ekta Ankur Dholakia	10150882	Independent Director	24.07.2023	Appointment
Neelesh Kushalpal Bhardwaj	10154922	Independent Director	24.07.2023	Appointment
Bhavesh Prataprai Doshi	01201268	Independent Director	24.07.2023	Appointment

• Key Managerial Personnel (KMP)

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

Name of KMP	Designation	Date of Appointment/ Change in Designation	Nature of Change
Payalben Mrugesh Pandya	Company Secretary & Compliance Officer	04.08.2023	Appointment
Ankit Bharatbhai Vachhani	CFO	01.07.2023	Appointment

• Followings are the Directors and KMPs of the Company:

Sr. No.	Name of Director/KMPs	Designation/Nature of Directorship
01	Bharatkumar Popatlal Vachhani	Managing Director and Chairman
02	Ajay Popatlal Vachhani	Whole-time director
03	Tanmai Ajaybhai Vachhani	Whole-time director
04	Mayank Bharatkumar Vachhani	Whole-time director
05	Ankit Bharatbhai Vachhani	CFO and Executive Director
06	Ekta Ankur Dholakia	Independent Director
07	Neelesh Kushalpal Bhardwaj	Independent Director
08	Bhavesh Prataprai Doshi	Independent Director
09	Payalben Mrugesh Pandya	Company Secretary & Compliance Officer

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

Sr. No.	Date of Meeting	Total No. of directors as on the date of the Meeting	No. of directors attended
1	01.04.23	7	7
2	01.05.23	5	5
3	10.05.23	5	5
4	27.06.23	5	5
5	01.07.23	5	5
6	04.08.23	8	8
7	01.09.23	8	5
8	05.09.23	8	7
9	12.09.23	8	7
10	28.09.23	8	7
11	30.09.23	8	7
12	21.12.23	8	7
13	23.12.23	8	7
14	18.01.24	8	7
15	01.02.24	8	7
16	18.03.24	8	7
17	26.03.24	8	7

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

Attendance of Directors at the Board Meetings: -

Sr. No.	Name of Directors	No. of Meetings Entitled to	No. of Meetings Attended
		Attend
1.	Bharatkumar Popatlal Vachhani	17	17
2.	Ajay Popatlal Vachhani	17	17
3.	Tanmai Ajaybhai Vachhani	17	16
4.	Mayank Bharatkumar Vachhani	17	16
5.	Ankit Bharatbhai Vachhani	17	17
6.	Ekta Ankur Dholakia	12	07
7.	Neelesh Kushalpal Bhardwaj	12	06
8	Bhavesh Prataprai Doshi	12	12
9	Nandlal Laxmanbhai Mandavia	01	01
10.	Ashwinkumar Patel	01	01

Mr. Ashwin Girdharlal Patel Resigned on 01.05.2023.

Mr. Nandlal Laxmanbhai Mandavia Resigned on 01.05.2023.

Committees of the board

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:

Sr. No.	Name of Directors	Nature of Directorship	Designation in Committee
1	Neelesh Kushalpal Bhardwaj	Independent Director	Chairman
2	Ekta Ankur Dholakia	Independent Director	Member
3	Ajay Popatlal Vachhani	Whole Time Director	Member

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.

Sr. No.	Date on which Meetings were held	Total Strength of the Committee	No. of Members Present	Meetings Attended by
1.	05/09/2023	3	3	All Meetings are attended by: - i) Mr. Neelesh Kushalpal Bhardwaj ii) Mrs. Ekta Ankur Dholakia iii) Mr. Ajay Popatlal Vachhani
2.	28/09/2023	3	3
3.	21/12/2023	3	3
4.	18/03/2024	3	3
5.	26/03/2024	3	3

• 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:

Sr. No.	Name of Directors	Nature of Directorship	Designation in Committee
1	Neelesh Kushalpal Bhardwaj	Independent Director	Chairman
2	Ekta Ankur Dholakia	Independent Director	Member
3	Bhavesh Prataprai Doshi	Independent Director	Member

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

Sr. No.	Date on which Meetings were held	Total Strength of the Committee	No. of Members Present	Meetings Attended by
1.	05/09/2023	3	3	Meeting was attended by: - i) Mr. Neelesh Kushalpal Bhardwaj ii) Mrs. Ekta Ankur Dholakia iii) 3) Mr. Bhavesh Prataprai Doshi

• 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:

Sr. No.	Name of Directors	Nature of Directorship	Designation in Committee
1	Bhavesh Prataprai Doshi	Independent Director	Chairman
2	Bharatkumar Popatlal Vachhani	Managing Director	Member
3	Ajay Popatlal Vachhani	Whole Time Director	Member

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

Sr. No.	Date on which Meetings were held	Total Strength of the Committee	No. of Members Present	Meetings Attended by
1.	05/09/2023	3	3	Meeting was attended by: - i) Mr. Neelesh Kushalpal Bhardwaj ii) Mrs. Ekta Ankur Dholakia iii) Mr. Bhavesh Prataprai Doshi

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.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings & Outgo:

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-M”.

Details of Subsidiary, Joint Venture or Associate Companies:

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:

https://mayankcattlefood.com/policies/POLICY ON RELATED PARTY TRANSACTI ON.pdf

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.

Transfer of Amounts to Investor Education and Protection Fund:

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).

Internal Financial Control:

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.

Management Discussion and Analysis Reports

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”.

Vigil Mechanism:

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:

https://mavankcattlefood.com/policies/VIGIL MECHANISM & WHISTLE BLOWER POLICY.pdf

Code of Conduct

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:

https://mayankcattlefood.com/policies/CODE OF CONDUCT FOR BOARD OF DI RECTORS AND SENIOR MANAGERIAL PERSONNEL.pdf

Corporate Governance:

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.

Prevention of Insider Trading

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.

https://mayankcattlefood.com/policies/CODE OF INTERNAL PROCEDURES CON DUCT FOR PREVENTION OF INSIDER TRADING.pdf

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.

Prevention of Sexual Harassment at Workplace:

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.

Details of Significant and Material Orders Passed by the Regulators, Courts and Tribunals:

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

Compliance with Secretarial Standard:

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

Details of Application made or Proceeding Pending under Insolvency and Bankruptcy Code, 2016:

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

Details of Difference Between Valuation Amount On One Time Settlement and Valuation While Availing Loan from Banks and Financial Institutions:

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

Suspension of Trading

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

MAYANK CATTLE FOOD LIMITED

BHARATKUMAR POPATLAL VACHHANI ANKIT BHARATBHAI VACHHANI

DIN:00585375 DIN : 07279064

Managing Director CFO and Executive Director

Dated: 02.09.2024 Place: Rajkot