Mukka Proteins Ltd

SESPL investment correction

• Correction to SESPL investment: board approved acquisition for 26,500 shares at ₹250 each.
• Total consideration corrected to ₹66,25,000; previously disclosed ₹64,92,500.
• Shareholding post-acquisition remains 25.98%.
• Number of shares, price per share, and material terms unchanged.
• Investment size remains cash-based and aligned with Waste Management expansion.
• Indicative completion deadline: 31-12-2026.
• SESPL operates waste collection, treatment and disposal; FY2025-26 turnover ₹1,77,61,136.
• Not a related party transaction.

Shareholder communications for unregistered emails

• Letter to shareholders without registered emails will provide a weblink to access FY2025-26 Annual Report and AGM notice.
• The 16th AGM is scheduled for 10 September 2026 at 3:00 PM IST via Video Conferencing/OAVM.
• The Annual Report is available at: https://mukkaproteins.com/wp-content/uploads/2026/08/Annual-Report-2025-26.pdf.
• Shareholders are urged to register missing KYC details; forms available on Mukka Proteins website and Cameo portal.
• The notice and annual report will be emailed to registered addresses as on 14 August 2026.

AGM Details

• 16th AGM scheduled for 10 September 2026 at 3:00 PM via VC/OAVM.
• Record date 3 September 2026; remote e-voting 7–9 September 2026; voting during AGM.

Dividend

• Dividend for FY2025-26 has not been recommended.

Key Resolutions

• Ordinary: Adoption of standalone and Consolidated financial statements for FY2025-26.
• Ordinary: Re-appointment of Arif (retiring by rotation) as Director.
• Ordinary: Re-appointment of Umaiyya Banu (retiring by rotation) as Director.
• Special: Increase borrowing limit under Section 180(1)(c) to Rs 1,000 crore.
• Special: Creation of mortgage/charge on assets up to Rs 1,000 crore under Section 180(1)(a).
• Special: Re-appointment of independent directors for a second five-year term (2027–2032).
• Special: Re-appointment of MD & CEO for five years with defined remuneration.
• Special: Re-appointment of WTD & CFO for five years with defined remuneration.
• Special: Re-appointment of WTD & COO for five years with defined remuneration.
• Special: Related party transactions with AMPL up to Rs 300 crore (Audit Committee approvals).
• Special: Related party transactions with Progress Frozen & Fish Sterilization up to Rs 300 crore.
• Special: Related party transactions with Ullal Fish Meal & Oil Company up to Rs 300 crore.
• Special: Related party transactions with Mangalore Fish Meal & Oil Company up to Rs 300 crore.
• Other related party approvals and approvals for preferential issue of warrants (if applicable).

Voting Results

• Voting results for each resolution are not provided in the filing.

Director Changes

• Directors retiring by rotation proposed for re-appointment: Arif and Umaiyya Banu.
• Independent Directors Rao, Hamad Bava and Narendra Kamath proposed for re-appointment 2027–2032.
• Board comprises 3 Executive, 3 Independent, and 2 Non-Executive Directors; several appointments/rotations noted.

Auditor Appointments

• Statutory auditors: Shah & Taparia (appointed for 5-year term to 2029-30).
• Secretarial auditors: Chethan Nayak & Associates (5-year term).
• Internal auditor: Sirajuddin, Chartered Accountant.

Material Related Party Transactions

• AMPL (Atlantic Marine) – proposed RPT up to Rs 300 crore; AMPL is a subsidiary.
• Progress Frozen and Fish Sterilization – RPT up to Rs 300 crore; related party.
• Ullal Fish Meal and Oil Company – RPT up to Rs 300 crore; related party.
• Mangalore Fish Meal and Oil Company – RPT up to Rs 300 crore; related party.
• RPTs approved by Audit Committee; pricing at arm’s length; omnibus approvals sought.

Other Material Approvals

• Preferential issue of up to 2,00,00,000 fully convertible warrants at Rs 23.50 each; Postal Ballot approved 12-Jul-2026.

AGM details

• 16th AGM for FY2025-26 scheduled on 10 September 2026 at 3:00 PM IST
• Meeting to be conducted via Video Conferencing/Other Audio-Visual Means
• Notice and Annual Report for FY2025-26 will be dispatched later
• Intimated in compliance with Companies Act 2013 and SEBI LODR

Business Overview

• Integrated animal protein platform with four verticals and waste-to-value focus.
• Fish Protein, Alternate Proteins, Waste Management, Frozen & Value-added Marine Products.
• Exports-led model with 25+ countries; 17 owned facilities in India/Oman.
• Installed capacity 2,91,720 MT/year and 1,400 TPD; MarinTrust-improver programme.

Key Operational Highlights

• Delta Marine acquisition: 51% stake for ₹11.1 Cr.
• Customs litigation relief: ₹15.2 Cr demand set aside by CESTAT.
• Oman expansion: 25.98% stake in Swachha Eco Solutions for ₹64.9 Lakh.
• Aqua Marine investment: 51% stake up to ₹15 Cr.
• Upcoming Oman facility Aljoubah: 21,249 sq m; operations expected soon.
• Bengaluru Leachate Treatment: order ₹474.89 Cr; CAPEX ~₹100 Cr; JV 76%.

Financial Performance

• Total income FY23–FY26: ₹1,183.80 Cr; ₹1,396.10 Cr; ₹1,021.50 Cr; ₹1,478.20 Cr.
• Export revenue share stood at 89.5% in Q1 FY27.
• Total Revenues from operations FY23–FY26: ₹1,177.10 Cr; ₹1,379.80 Cr; ₹1,006.40 Cr; ₹1,449.50 Cr.
• Profit before tax and profit for the year reflect cyclical cost dynamics across years.

Capital & Liquidity

• Capacity: 2,91,720 MT/year; 1,400 TPD across operations.
• Oman operations expansion underway; Aljoubah site supports expansion.
• Delta Marine: ₹11.1 Cr for 51% stake; Aqua Marine: up to ₹15 Cr for 51%.
• Bengaluru Leachate CAPEX ~₹100 Cr; order value ₹474.89 Cr.

Strategic Priorities & Outlook

• Four vertically integrated platforms to drive long-term, scalable growth.
• Expand in India and Oman; strengthen backward integration and supply chain.
• Invest in Alternate Proteins (BSF) and waste-to-value assets.
• Leverage policy tailwinds (e.g., Matsya Sampada) and MarinTrust certification.

Risks & Mitigation

• Fishmeal supply constraints expected from 2028; Rabobank warnings.
• Climate change/El Niño could disrupt supply and raise price volatility.
• Mitigation: diversify across verticals; backward integration; ESG-led supply chain.

Governance & Leadership

• Founder Chairman: Mr. K Abdul Razak, advisory role.
• MD & CEO: K. Mohammed Haris; Whole-Time Director & CFO: K. Mohammed Althaf.
• Whole-Time Director & COO: K. Mohammed Arif; Independent Directors: Balachandra Rao, Kamath, Bava.
• Company Secretary & Compliance Officer: Mehaboobsab M Chalyal.

Consolidated performance

• Consolidated revenue ₹ 4,896.54 Mn; YoY growth 186.7%.
• Consolidated gross profit ₹ 1,078.00 Mn; gross margin 22.02%.
• Consolidated EBITDA ₹ 486.23 Mn; EBITDA margin 9.93%.
• Consolidated PAT ₹ 186.34 Mn; PAT margin 3.81%.

Standalone performance

• Standalone revenue ₹ 4,058.56 Mn; YoY growth 198.9%.
• Standalone gross profit ₹ 814.85 Mn; gross margin 20.08%.
• Standalone EBITDA ₹ 441.36 Mn; EBITDA margin 10.87%.
• Standalone PAT ₹ 194.07 Mn; PAT margin 4.78%.

Strategic actions and litigation

• Board approved ₹6.49 Mn for 25.98% Swachha Eco Solutions stake; SESPL becomes associate.
• Acquired 51% stake in Delta Marine Products for ₹111 Mn.
• CESTAT set aside roughly ₹152.4 Mn customs demand.

Outlook and priorities

• Outlook: capacity expansion, operational excellence, product innovation, and market diversification.

Acquisition details

• Target: Swaccha Eco Solutions Private Limited (SESPL), engaged in waste collection, treatment and disposal in India.
• Turnover FY2025-26: ₹1,77,61,136.
• Net worth FY2025-26: ₹(2,10,22,476).
• PAT FY2025-26: ₹(75,05,051).
• Not a related party transaction.
• Industry: waste collection, treatment and disposal.
• Purpose: strategic investment to expand Mukka's Waste Management segment.
• Regulatory approvals: Not applicable.
• Indicative completion by 31-12-2026.
• Form of consideration: cash for 26,500 equity shares.
• Acquisition price: ₹64,92,500 for 26,500 shares.
• Post-acquisition holding: 25.98%.
• Background: SESPL incorporated 12 Sep 2017; operates in India.
• Turnover history: 2024 ₹1,44,45,028; 2025 ₹2,77,64,810; 2026 ₹1,77,61,136.