BKV Industries Ltd Management Discussions

A. INDUSTRY, STRUCTURE, DEVELOPMENT AND OUTLOOK

Indias seafood exports touched an all-time high in volume during the financial year 2023-24 despite various challenges in significant export markets. India shipped 17,81,602 MT of seafood worth 60,523.89 crore (US$7.38 billion) during 2023-24.

Frozen shrimp remained the major export item in quantity and value, while the USA and China became the major importers of Indias seafood. During FY 2023-24, the export improved in quantity terms by 2.67%. In 2022-23, India exported 17,35,286 MT of seafood worth 63,969.14 crore (US$8,094.31million).

Frozen shrimp, which earned 40,013.54 crore (US$4881.27million), retained its position as the top item in the seafood export basket, accounting for a share of 40.19% in quantity and 66.12% of the total dollar earnings. Shrimp exports during the period increased by 0.69% in quantity terms. The export of frozen shrimps during 2023-24 was pegged at 7,16,004 MT. The USA, the largest market, imported 2,97,571 MT of frozen shrimp, followed by China (1,48,483MT), the European Union (89,697 MT), Southeast Asia (52,254MT), Japan (35,906MT), and the Middle East (28,571 MT).

In India, the rising shrimp exports due to the escalating global demand for shrimp and seafood, particularly in countries like the United States, European Union, and Japan, represents the primary factor driving the market growth. Shrimp is known for its quality, competitive pricing, and compliance with international standards, making it a preferred choice in the global market. Moreover, the increasing popularity of shrimp-based cuisine and the growing consumer preference for protein-rich seafood within India has accelerated the product adoption rate. Apart from this, the widespread adoption of shrimp in various dishes and the countrys diverse culinary traditions have augmented the demand for shrimp among Indian consumers.

B. OPPORTUNITIES & THREATS

Fisheries represent a significant economic activity in India and offer vast growth opportunities on account of the long coastline and favourable geographical conditions. This, coupled with the easy availability of healthy and disease-free shrimp, represents one of the key factors impelling the growth of the market. The countrys competitive pricing, high-quality produce, and compliance with international food safety standards have positioned it favourably in the global market, driving sustained export growth and contributing significantly to the overall expansion of the shrimp market in India. Furthermore, the rising government support through favourable policies, subsidies, and research and development (R&D) initiatives that improves production efficiency and ensures adherence to environmental regulations is contributing to the market growth.

One of the most critical factors driving the Indian aquatic market is the industrys adaptability to climate change. As global temperatures rise and aquatic ecosystems become increasingly vulnerable, the Indian market is showing resilience by adopting innovative, climate-resilient farming methods. These methods not only protect against environmental hazards but also ensure a steady supply of diverse aquatic species. From developing heat-tolerant species to creating buffer zones against flooding, these adaptive techniques are making it possible for the industry to not just survive but also thrive. Investment in research and technology for climate-resilient aquaculture is opening new avenues for sustainable growth, attracting both domestic and international stakeholders. This factor plays an indelible role in safeguarding the future of the industry and offers a competitive edge in the global arena, further driving market expansion.

The principal concern revolves around tepid global demand for shrimp, falling prices due to excess stock, and a subsequent decline in local production. Shrimp constitutes a significant portion of Indias seafood exports, and industry leaders express a lack of optimism regarding a swift recovery in the coming months. 15 to 20 percent drop in shrimp prices, with sluggish markets in the US and reduced Chinese buying. Payment issues with Chinese importers further compound the challenges. Additionally, due to the rising environmental concerns, the Government of India is introducing various initiatives to encourage organic shrimp farming practises, which is offering lucrative growth opportunities to key players operating in the country.

C. RISKS AND CONCERNS:

Pursuant to SEBI Listing Regulations, the Company had since constituted a Risk Management Committee. The details of the Committee, its terms of reference are given in the corporate governance report. The methodology for risk management primarily involves mapping of risks with strategy, assessing the risks on its importance, identifying de- risking measures and assigning it to risk owners and continuously monitoring the status of the risks. The risks were categorized into strategy and planning, operations and compliance and the risks associated with each risk category was further classified and identified as critical, major and moderate.

The company does not foresee any critical / major risk, as it had given its farm on long term lease by another seven years from July 2020. The lessee had been meeting their commitments as per the lease agreement. The maintenance and compliance expenses of the company are taken care through the lease income; hence, the company does not foresee any major risk for its operations in the short and medium term, except in the event of costs for additional regulatory measures.

The management periodically reviews the risk management frame work to identify the major business risks as applicable to the Company and works out their mitigation strategy.

D. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Given the operations, the Company has well-established processes and defined the roles and responsibilities for people at various levels. The control mechanism also involves well documented policies, authorization guidelines commensurate with the level of responsibility specific to the respective businesses. Adherence to these processes is ensured through frequent internal audits. The internal audits conducted are reviewed by the Audit Committee and requisite guidelines and procedures augment the internal con- trolls. The internal control system is designed to ensure that financial and other records are reliable for preparing financial statements and other information which ensures that all transactions are properly reported and classified in the financial records. The Company had given its farm on seven years long term lease and did not carry any other business operations during the year 2023.

E. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

The financial statements are prepared in compliance with the requirements of the Companies Act, 2013 and Generally Accepted Accounting Principles in India including Ind AS. The management accepts the responsibility of integrity and objectivity of the financial statements and the basis for various estimates and the judgments used in preparing the financial statements.

The company extended the lease agreement of its Farm for a period of 84 months with effect from July, 2020, as the promoters have decided to meet with lease income, the fixed expenses and statutory compliance costs. Lessee is paying the lease amount in advance every year and hence the company could meet its fixed and compliance costs.

With various financial measures, the company could perform reasonably and ended up with a net profit from operations Rs. 18.72 Lakhs after providing the depreciation for Rs.0.22 Lakhs, including gains on re-measurement of employee benefits of Rs.0.44 lakhs during the year ended 31st March 2024.

Details of significant Changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios along with detailed explanations.

Sl No Ratio	Formulae	Year Ended 31-3-24	Year Ended 31-3-23	Variation	Explanation for Variance
1 Current Ratio	Current Assets / Current Liabilities	2.20	1.88	44%	Improved due to higher cash flows and payment of current liabilities in time.
2 Debt Equity Ratio	Debt /Share Holder Equity	NA	NA	NA	As there are no loans, hence, the ratio is not applicable
3 Debt Service Coverage Ratio	EBIT/ Debt	NA	NA	NA	As there are no loans, hence, the ratio is not applicable
4 Return on Equity	PAT / Average Equity	4.18%	4.68%	12%
5 Trade Receivables Turnover Ratio	Revenue from Operations /Average Receivables	NA	NA	NA	As there are no receivables, hence, the ratio is not applicable.
6 Trade Payables Turnover Ratio	Expenses / Average Trade Payables	1134.62	1069.85	2540%	Increased due to higher expenses, but very low trade payables.
7 Net Capital Turnover Ratio	Revenue from Operations / Average working capital	5.93	17.54	-108%	Due to same level of revenue from operations but higher average net working capital, ratio decreased.
8 Net Profit Ratio %	Net Profit / Revenue	23.43%	25.15%	-7%
9 EBITDA %	EBITDA/Revenue	23.70%	25.79%	-8%
10 EBIT %	EBIT/Revenue	23.43%	25.15%	-7%
11 Return on Capital Employed %	PBIT / Average Capital Employed	1.05%	1.17%	-12%
12 Return on Investment % - Fixed Deposits	Income Generated from Invested Funds / Average Invested funds in treasury funds	NA	NA	NA	All the investments in fixed deposits have been closed at the year end, hence, not applicable.

Note:

1. EBIT: Earnings Before Interest and Taxes.

2. EBITDA: Earnings Before Interest, Taxes and Depreciation & Amortisation

3. PBIT: Profit Before Interest and Taxes

Material Developments in human resources / industrial relations, including number of people employed:

The company gave its farm on long term lease and except the lease income, the company has not been carrying any other commercial operations. It had employed only five employees during the year, which includes the Managing Director. During the year ended 31st March 2024, the relations with Lessee and Employees are cordial.

A. DEVELOPMENTS IN HUMAN RESOURCES:

In a challenging and competitive environment, the Company believes that people are the key to success and continues to focus on people capabilities. 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.

B. CAUTIONARY STATEMENT:

The management discussion and analysis report containing your Companys objectives, projections, estimates and expectation may constitute certain statements, which are forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied in the statement. As the company had given its farm assets on long term lease and that being the only source of income for the company only the changes in the government regulations, compliance frame work, tax laws and other factors, may effect the future earnings of the company.

C. DISCLOSURE OF ACCOUNTING TREATMENT:

Financial Statements during the year have been prepared, based on the prescriptions in accounting standards issued by the Government from time to time.

ANNEXURE - I REMUNERATION POLICY

1. Preamble

This Remuneration Policy provides the framework for remuneration of members of the Board of Directors, Key Managerial Personnel and other employees of the Company.

This Policy is guided by the principles and objectives as enumerated in Section 178 of the Companies Act, 2013 to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. This policy reflects the remuneration philosophy and principles of the company and considers the pay and employment conditions with peers/competitive market to ensure that pay structures are appropriately aligned.

2. Remuneration of Non-Executive Directors

As the company had earlier incurred substantial losses and do not have any operations other than the lease Income, stiffing fees is paid to the Non-Executive Directors("NEDs") during the year 2023-24.

Now the company is showing the signs of turn around, though the losses are yet to be fully recovered. The Company to pay fixed remuneration, over a period of time subject to the statutory ceiling and the sniffing fee will be reviewed periodically and aligned to comparable in class companies, over a period of time.

3. Remuneration of Managing Director

The compensation paid to the Managing Director is within the scale approved by the Shareholders. The elements of the total compensation are approved by the N&R Committee within the overall limits specified under the Companies Act,2013.

The elements of compensation of the Managing Director are as follows:

The company do not have adequacy of profit in any financial year, the remuneration payable to the Managing Director shall be subject to the relevant provisions of the Companies Act, 2013 and the same is paid with in the limit specified.

Remuneration includes Salary, Perquisites not exceeding the salary amount per annum viz. Medical Expenses, Leave Travel Assistance, Club Fees and Personal Accident Insurance Charges. Further, transport charges, telephone expenses, provident fund, superannuation fund and encashment of leave (if applicable to the company) are provided or reimbursed on actual basis.

During the year ended 31-03-2024 Managing Director remuneration incurred was Rs. 24.71 Lakhs.

4. Remuneration to Key Managerial Personnel/Other Employees:

The Companys total compensation for Key Managerial Personnel/other employees consists of fixed compensation as the company incurred substantial losses in the earlier years and earning only lease income from the farm and earned marginal profits during the year.

Fixed compensation is determined on the basis of size and scope of the job typically as reflected by the level or grade of the job, trends in the market value of the job and the skills, experience and performance of the employee. Fixed compensation includes Basic Salary, Housing Allowance, Leave Travel Allowance and other cash allowance.

Overall compensation shall be subject to periodic reviews which takes into account factors such as affordability based on the Companys performance and the economic environment.

5. Adoption, Changes and Disclosure of Information:

This Remuneration Policy and any changes thereof are approved by the Board of Directors based on the recommendation(s) of the HR, N&R Committee. The policy may be reviewed at such intervals as the Board or the Committee may deem necessary. Such disclosures of this Remuneration Policy as may be required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Annexure -II

Criteria for Board Nominations

The Nomination and Remuneration Committee (N&R Committee) of the Board is responsible for identifying persons for initial nomination as directors and evaluating incumbent directors for their continued service. The following are the qualifications, positive attributes and independence criteria laid down by the Committee of BKV Industries Ltd., in terms of section 178(3) of the Companies Act, 2013 to be considered for nominating candidates for Board positions/re- appointment of directors.. QUALIFICATIONS:

Personal Traits.

• Highest personal and professional ethics, integrity and values.

• Shares the values and beliefs of the Company.

• Inquisitive and objective perspective, practical wisdom and mature judgment.

• Demonstrates intelligence, maturity, wisdom and independent judgment.

• Self-confidence to contribute to board deliberations has a stature that other board members will respect his or her views. Experience and Background:

• Well accomplished in his/ her respective field.

• Demonstrated success at policy-seffing and strategy development levels in a medium sized organization (such as corporation, government, academic institution or profession).

• Leadership role at the time a potential directors initial candidacy is evaluated must either be current or very fresh and recent, and incumbent directors should continue to demonstrate a sophisticated understanding and current knowledge of business issues.

• Absence of adverse events (e.g., bankruptcy, affiliations, securities law sanctions, disqualifications under Companies Act 2013 or other applicable laws etc.) that either disqualify or require adverse disclosures.

Fit and proper:

With respect to Directors being nominated for independent position, the candidate should comply with the "Independence qualifications" as defined by applicable laws.

• Willingness to devote sufficient time to carry out the duties and responsibilities effectively, including attendance at meetings.

• Commitment to representing the long-term interests of the shareholders and balancing the interests of stake holders.

• Adhere to the code of conduct of the Company.

• Absence of unfair obstruction in the functioning of the Board/Committees.

POSITIVE ATTRIBUTES:

• The positive attributes for a director would encompass:

• Ethical Integrity & transparency.

• He/ She acquires sufficient knowledge in the Companys business and operations.

• Demonstrate sound judgment gained through experience & expertise in management/ technical/ financial governance or regulatory matters.

• Foresight - ability to see and prepare for future, anticipate needs, opportunities, and threats.

• Managerial abilities required to lead and guide the management such as effective communication skills, cultural sensitivity, flexibility, team player, strategic thinking, and balancing risk with opportunity, ability to juggle several variables and make complicated decisions etc.

INDEPENDENCE STANDARDS:

• A Director is independent if the Board affirmatively determines that he meets the Independence criteria provided under the applicable laws. In addition to applying these guidelines, the Board will consider all relevant facts and circumstances in making its determination relating to a directors independence.

• Two core objectives in selecting board members and continued board service are that the skills, experience and perspectives of the Board as a whole should be broad and diverse, and the collective talent should blend together to be as effective as possible.

M/s K. Srinivasa Rao & Co., Company Secretaries have certified none of the Directors on the Board of the Company as stated for the financial year ending on 31st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Annexure - III FORM NO. MR - 3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements, Regulations, 2015 as

amended)

To,

The Members,

M/s. BKV INDUSTRIES LIMITED

Guntur.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. BKV INDUSTRIES LIMITED (here in after called the Company) for the financial year ended 31.03.2024. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31^st March,2024 complied with the statutory provisions listed here under and also that the Company has proper Board processes and compliance - mechanism in place to the extent, in the manner and subject to the reporting made here in after: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31stMarch, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under.

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under.

(iii) The Depositories Act, 1996 and the Regulations and Bye- laws framed thereunder.

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

(v) The Following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) viz.:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable to the Company during the Audit Period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(Not applicable to the Company during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

(Not applicable to the Company during the audit period)

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

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company during the Audit Period);

(vi) The Company has identified the following laws as specifically applicable to the Company:

Not Applicable since the Company has long term lease income from its Farm and did not carry any other business.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the Company with BSE Limited and the Uniform Listing Agreement entered with the said stock exchange pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

Except the delay in submission of the corporate announcement related to proceedings of annual general meeting held on 25-092023 with delay of 7.25 Hours from the conclusion of the AGM without explanation for delay which was non-compliance As per the provisions of Regulation 30(6) read with SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, however the company has resubmitted the revised AGM Proceedings with explanation for delay on 08-04-2024.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors about the schedule of the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views, if any are captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the company commensuration with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, there are no specific events/ actions having a major bearing on the Companys affairs in pursuance of the laws, rules, regulations, guidelines, standards, etc., referred to above.

Annual Secretarial Compliance Report of BKV Industries Limited

For The Year Ended 31.03.2024

(Pursuant to Regulation 24A of SEBI (LODR) Regulations 2015)

We K. Srinivasa Rao & Co., Company Secretaries, Guntur have examined:

(a) all the documents and records made available to us and explanation provided by M/s BKV INDUSTRIES LIMITED (CIN:L05005AP1993PLC015304 ) ("the listed entity"),

(b) the filings/ submissions made by the listed entity to the stock exchanges,

(c) website of the listed entity,

(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended 31.03.2024 ("Review Period" i.e 01.04.2023 to 31.03.2024) in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018:

Not Applicable as there was no reportable event during the financial year under review

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

Not Applicable as there was no reportable event during the financial year under review

(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 Not Applicable as there was no reportable event during the financial year under review

(f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

Not Applicable as there was no reportable event during the financial year under review

(g) Securities and Exchange Board of India (Issue and Listing of Non Convertible and Redeemable Preference Shares) Regulations,2013; Not Applicable as there was no reportable event during the financial year under review

(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(i) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

(j) SEBI Circular CIR/CFD/CMD1/114/2019 dated October 18, 2019 in terms of Para 6(A) and 6(B) of the said circulars on "Resignation of statutory auditors from listed entities and their material subsidiaries" is not applicable during the Review Period of the listed entity - Not applicable to the company

(k) Other regulations as applicable and circulars/ guidelines issued thereunder;

and based on the above examination and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India, we hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

(b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records.

Sr. No Compliance Requirement (Regulations/ circulars / guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary
1. As per the provisions of Regulation 30(6) read with SEBI Circular SEBI/HO/CFD/CFD-PoD- 1/P/CIR/2023/123 dated July 13, 2023, the listed entity shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and not later than twelve hours from the occurrence of event or information. Provided that in case the disclosure is made after twelve hours of occurrence of the event or information, the listed entity shall, along with such disclosures provide explanation for delay.	The corporate announcement submission related to proceedings of annual general meeting held on 25-09-2023 was submitted with delay from the conclusion of the AGM without explanation for delay.	The corporate announcement submission related to proceedings of annual general meeting held on 25-09-2023 was submitted with delay of 7.25 Hours from the conclusion of the AGM without explanation for delay, however the company has resubmitted the revised AGM Proceedings with explanation for delay on 08-04-2024.

(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Sr. No Action taken by	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc	Observations/ remarks of the Practicing Company Secretary, if any.
	-NIL-

(d) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr. No. Observations of the Practicing Company Secretary in the previous reports	Observations made in the secretarial compliance report for the year ended 31.03.202	Actions taken by the listed entity, if any	Comments of the Practicing Company Secretary on the actions taken by the listed entity
-NIL-

We further affirm the compliance status with respect to the specific provisions by the listed entity as mentioned below:

Sr. No. Particulars	Compliance Status (Yes/No/ NA)	Observations/ Remarks by PCS
1 Secretarial Standards:
The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI).	YES
2 Adoption and timely Updating of the Policies:
• All applicable policies under SEBI
Regulations are adopted with the approval of board of directors of the listed entities	YES
• All the policies are in conformity with SEBI
Regulations and have been reviewed & updated on time, as per the regulations / circulars / guidelines issued by SEBI	YES

 

3 Maintenance and disclosures on Website:
• The Listed entity is maintaining a functional website	YES
• Timely dissemination of the documents / information under a separate section on the website	YES
• Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which re- directs to the relevant document(s) / section of the website	YES
4 Disqualification of Director:
None of the Director(s) of the Company is / are disqualified under Section 164 of Companies Act, 2013 as confirmed by the listed entity.	YES
5 Details related to Subsidiaries of listed entities have been examined w.r.t.:		The Listed entity have no
(a) Identification of material subsidiary companies (b) Disclosure requirement of material as well as other subsidiaries	NOT APPLICABLE	subsidiaries/Material Subsidiaries
6 Preservation of Documents:
The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations, 2015.	YES
7 Performance Evaluation:
The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year/during the financial year as prescribed in SEBI Regulations.	YES
8 Related Party Transactions:
(a) The listed entity has obtained prior approval of Audit Committee for all related party transactions; or (b) The listed entity has provided detailed reasons along with confirmation whether the transactions were subsequently approved/ratified/rejected by the Audit Committee, in case no prior approval has been obtained.	YES NOT APPLIACABLE	Since, all Related party transactions were entered after obtaining prior approval of audit committee point (b) is not applicable
9 Disclosure of events or information:		The corporate
The listed entity has provided all the required disclosure(s)under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed the reunder	YES	announcement submission related to proceedings of annual general meeting held on 25-09-2023 was submitted with delay of 7.25 Hours from the conclusion of the AGM without explanation for delay, however the company has resubmitted the revised AGM Proceedings with explanation for delay on 08-04-2024.

 

10 Prohibition of Insider Trading: The listed entity is in compliance with Regulation 3(5) & 3(6)SEBI (Prohibition of Insider Trading) Regulations, 2015.	YES
11 Actions taken by SEBI or Stock Exchange(s), if any: No action(s) has been taken against the listed entity/its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/guidelines issued thereunder	NA	No action(s) has been taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued there under
12 Additional Non-compliances, if any: No additional non-compliance observed for any SEBI regulation/circular/guidance note etc.	NO	No additional noncompliance observed for any SEBI regulation/circular/guidance note etc. except the filing of the corporate announcement submission related to proceedings of annual general meeting held on 25-09-2023 submitted with delay from the conclusion of the AGM without explanation for delay which is a noncompliance ,As per the provisions of Regulation 30(6) read with SEBI Circular SEBI/HO/CFD/CFD-PoD- 1/P/CIR/2023/123 dated July 13, 2023,

This Report is to be read with our letter of even date annexed herewith and forms an integral part of this Report.

Annexure V

Information to be given under Section 134 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014

A. CONSERVATION OF ENERGY

I The steps taken or impact on conservation of energy	Not Applicable
II The steps taken the company for utilizing alternate sources of energy	Not Applicable
III The capital investment on energy conservation equipment	Nil, Not Applicable

B. TECHNOLOGY ABSORBTION

C. FOREIGN EXCHANGE EARNINGS AND OUT GO:

The foreign exchange earned in terms of actual inflows during the year and the Foreign exchange outgo during the year in terms of actual outflows.	2023-2024 In Rs	2022-2023 In Rs.
Foreign exchange earned	NIL	NIL
Foreign exchange outgo	NIL	NIL

 

I The efforts made towards technology absorption	Not Applicable
II The benefits derived like product improvement, cost reduction, product Development or import substitution	Not Applicable
III In case of imported technology (imported during the last three Years reckoned from the Beginning of the financial Year) a) The details of technology imported b) The Year of import c) Whether the technology been fully absorbed d) If not fully absorbed, areas where absorption taken place.	Not Applicable
IV The expenditure incurred on Research and Development	NIL, Not Applicable

Annexure VI

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014

A. Information as per Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.

1. Ratio of Remuneration of each Director to the median remuneration of the employees of the Company for the financial year.

Sl. No. Particulars	Median Ratio with that of employees
1 Bommidala Rama Krishna, Managing Director	7.65 : 1
2 Bommidala Anitha, Director	NIL
3 Kola Hari Venkata Nagendra, Director	NIL
4 Maddula Durga Sushma, Director	NIL

2. Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, If any in the financial Year.

Sl. No. Particulars	Median Ratio with that of employees
1 Bommidala Rama Krishna, Managing Director	2.96
2 Bommidala Anitha, Director	Only siffing fee paid
3 Kola Hari Venkata Nagendra, Director	Only siffing fee paid
4 Maddula Durga Sushma, Director	Only siffing fee paid
5 B. Virat Vishnu (CS)	NIL
6 K. Bhanu Kumar (CFO)	NIL

3. Percentage increase in the median remuneration of employees in the financial year 4.36%

4. Number of permanent employees on the rolls of company: 5 Nos.

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

a) The average increase/ (Decrease) in salaries of employees other than managerial personnel is 4.36%.

b) Average increase/(Decrease) in managerial remuneration is 2.15%.

6. Key parameters for any variable component of remuneration availed by the directors:

The Non-Executive Directors are not paid any remuneration, except siffing fees, as the company had been having lease income and only marginal profit is earned. No variable component is there in the remuneration payable to the Managing Director.

7. Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None

8. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

A (1) Information as per Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014: There were no other employees covered under these rules.