KKV Agro Powers Ltd Directors Report

To

The Members,

Your Board of Directors have pleasure in presenting the 13th Annual Report of your company, KKV Agro Powers Limited (CIN: L40108TZ2012PLC018332) for the financial year 2024-25, together with the Audited Financial Statements for the Financial Year ended 31st March 2024.

1. FINANCIAL HIGHLIGHTS AND REVIEW OF PERFORMANCE:

		(Rs. in Lakhs)
Particulars	Current Year 2024-25	Previous Year 2023-24
Income from Operations	96,213.45	1,55,376.92
(+) Other Income	9.49	100.82
Gross Receipts (including other Income)	96,222.95	1,55,477.74
(-) Total Expenditure excluding interest and depreciation	95,692.19	1,55,134.18
EBITDA	530.76	343.57
(-) Finance Cost	98.52	101.70
(-) Depreciation	178.23	180.05
Profit/(Loss) before taxation for the year	254.01	61.82
Less: Current tax Expenses	102.47	9.70
Less: Deferred Tax Liability/Asset	(17.16)	25.12
Less: Earlier years	-	-
Profit/(Loss) after taxation for the year	168.70	27.01

Financial Performance of the Company:

During the year 2024-25, the Company has earned income of Rs. 96,222.95 Lakhs compared to Rs. 1,55,477.74 Lakhs during the previous year. After providing for expenditure and tax the Company has earned a Net profit of Rs. 1.69 crores compared to a Net profit of Rs. 27.00 Lakhs in the previous year 2023-24.

The company has shown significant improvement in performance as compared to the previous reporting period, and the Board of Directors are optimistic of better performance in the coming years.

2. CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of business of the company. The company has carried out business operations in two business segments, namely, Trading in Precious Metals and Generation and Sale of Electricity. Presently, the Board of Directors are planning to relaunch its Purification Business in the financial year 2025 26 as a vertical of the Jewellery Segment.

3. STATE OF AFFAIRS AND BUSINESS REVIEW

The energy segment, consisting of wind and solar operations, continues to be the mainstay of the companys operations. During FY 2024 25, the company generated a total of 1.60 crore units of electricity, with 1.14 crore units from wind and 0.46 crore units from solar. The Windmill division reported revenue from operations of 4.92 crores and a profit before tax of 47.08 lakhs. The Solar division posted revenue of 2.59 crores and profit before tax of 8.59 lakhs.

The bullion trading division reported a revenue of 902.80 crores and a profit of 63.68 lakhs, and the jewellery retail segment booked a revenue of 51.79 crores and a profit before tax of 1.33 crores.

The company is making efforts to improve the business and your Directors are optimistic of future growth and prosperity.

4. TRANSFER TO RESERVES:

During the year, the company has not transferred any amount to the reserves. The net profit for the financial year 2024-25 amounting to Rs. 1.69 Crores was retained by the company in the Surplus Account.

5. DIVIDEND:

Based on the Companys performance, the Board of Directors are pleased to recommend a Dividend of 50% to the holders of Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each, i.e. of Rs. 5/- (Rupees Three Only) per share for the financial year 2024-25 subject to the approval of the Shareholders of the Company in the ensuing 13th Annual General Meeting.

The Board of Directors have also approved a Dividend of 3% to the holders of Redeemable Cumulative Preference Shares of face value of Rs. 100/- (Rupees Hundred Only) each, i.e. Rs. 3/- (Rupees Three Only) per share.

6. CHANGES IN SHARE CAPITAL:

The Authorized Share Capital of the Company as on 31st March 2025 stands at Rs.12,00,00,000/- divided into 1,10,00,000 Equity Shares of Rs. 10/- each aggregating to Rs.11,00,00,000/- and 1,00,000 Preference Shares of Rs. 100/- each aggregating to Rs.1,00,00,000/-.

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31st March 2025 stands at Rs. 1,46,68,750/- divided into 5,66,875 Equity Shares of Rs.10/- each aggregating to Rs. 56,68,750/- and 90,000 Preference Shares of Rs.100/- each aggregating to Rs. 90,00,000/-. The equity shares of the company are fully dematerialized, and the Preference Shares are held physically.

There have been no changes in the Authorised, Issued, Subscribed and Paid-Up Share Capital of the company during the financial year 2024-25.

The Board of Directors, have proposed and recommended to the shareholders for their approval in the ensuing 13th Annual General Meeting of the company, the issue of issue of 56,687 Bonus Shares at the ratio of 1:10 i.e., 1 (One) new fully paid-up equity share of Rs.10/- (Rupees Ten Only) each for every 10 (Ten) existing equity share held, by Capitalizing a sum of Rs. 5,66,870/- (Rupees Five Lakhs Sixty-Six Thousand Eight Hundred and Seventy Only) out of Securities Premium Reserve of the Company.

7. LISTING WITH STOCK EXCHANGES:

At present the Equity Shares of the Company are listed on the EMERGE the SME Growth Platform of National Stock Exchange at Mumbai. The Company confirms that it has no dues outstanding fees payable to the National Stock Exchange for the year 2024-25. The Equity Shares of the company are fully dematerialised.

8. WEB ADDRESS OF ANNUAL RETURN:

Pursuant Section 92 (3) and Section 134(3)(a) of the Companies Act, 2013, the Company shall place a copy of Annual Return as at 31.03.2025 on the Companys website www.kkvagropowers.com, after the same is submitted to the Registrar of Companies.

9. DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY AND HIGHLIGHTS OF PERFORMANCE

The company does not have any holding, subsidiary, associate or joint venture company. No companies have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year.

10. REVISION OF FINANCIAL STATEMENTS

The Company has not revised its Financial Statement or Boards Report during the financial year.

11. BOARD OF DIRECTORS:

Your Company has an optimum combination of Executive and Non-Executive Directors as required by the Companies Act, 2013 and Listing Regulations. Your Company is led by an experienced team of Directors alongside a talented management which has vast experience, knowledge, and expertise in this field. Each member in our group contributes to the Companys growth. During the year, all the Directors were resident in India.

Composition of Board of Directors as on 31.03.2025

Sl. No Name of the Directors	Designation	DIN	Category	Residential Status
1 Mr. T. K. Chandiran	Managing Director	00031091	Executive - Promoter	Resident
2 Mrs. C. Selvi	Wholetime Director	00032962	Executive - Promoter	Resident
3 Mr. A.C. Vineethkumar	Director	06756745	Non-Executive - Promoter	Resident
4 Mr. V. N. Chandrasekaran	Independent Director	07276704	Non-Executive - Independent	Resident
5 Mr. B. Mohan	Independent Director	05255699	Non-Executive - Independent	Resident

Changes in Directors during the financial year 2024-25

In the 12th Annual General Meeting of the company held on 18.09.2024, Mr. Ammasi Chandiran Vineethkumar (DIN: 06756745), Director who was liable to retire by rotation pursuant to Section 152 of the Companies Act, 2013 offered himself for reappointment and was reappointed by the shareholders.

Mr. T. K. Chandiran (DIN: 00031091), Managing Director and Mrs. Selvi (DIN: 00032962), Wholetime Director were appointed to their respective positions on 03.04.2021 in the 9th Annual General Meeting of the company, for a period of 3 years. Their respective terms have expired and they are liable to be reappointed. The Board of Directors, in their meeting held on 26.03.2024, had considered and approved their re-appointments with effect from 03.04.2024. The reappointments were approved by the shareholders in the 12th Annual General Meeting of the company held on 18.09.2024.

Further, Mr. Bhagavan Mohan (DIN: 05255699), Independent Director who was holding the office for a term of 5 years expiring on 22.04.2024, was reappointed as Independent Director by the Board of Directors in their meeting held on 26.03.2024 for a second term of 5 years. His reappointment was approved by the shareholders in the 12th Annual General Meeting of the company held on 18.09.2024.

Except the above, no other changes have occurred in the composition of Board of Directors of the company during the financial year.

Change in Directors after the close of financial year

Mrs. Selvi (DIN: 00032962), Wholetime Director retires by rotation at the ensuing 13th Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment to the shareholders.

Mr. Varadharaja Nadar Chandrasekaran (DIN: 07276704), who was appointed as the Independent Director of the company with effect from 07.09.2015 has served on the

Board of Directors of the company for a period of 10 years. He was reappointed for a second term of 5 years in the 8th Annual General Meeting held on 29.09.2020, and he shall retire from the office on 06.09.2025.

The appointment of Mr. Kuthurathulla Usmanali (DIN: 07025886) to the Board as Non-Executive Independent Director of the Company has been proposed with effect from 02.09.2025, recommended by the Nomination and Remuneration Committee, and approved by the Board of Directors, in their meeting held on 04.08.2025. The appointment is now placed before the shareholders for their approval in the 13th Annual General Meeting.

12. KEY MANAGERIAL PERSONNEL

The company is a listed company and is therefore, required to appoint the following Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013:

(a) Chief Executive Officer (b) Company Secretary (c) Chief Financial Officer

The company had the following composition of Key Managerial Personnel as on 31.03.2025:

Key Managerial Personnel (other than Directors) as on 31.03.2025:

Sl. No Name of the KMP	Designation	Date of Cessation, if applicable
1 Mr. Meenakshisundaram Shankara Subramanian	Chief Executive Officer and Chief Financial Officer	-
2 CS Kavya Das R	Company Secretary and Compliance Officer	-

Changes in Key Managerial Personnel during the financial year 2024-25

Sl. No Name of the Directors	Designation	Nature of Change	Date of Event
1 CS Paranivelan Paramasivam	Company Secretary	Cessation	31.05.2024
2 Meenakshisundaram Shankarasubramanian	Chief Financial Officer	Appointment	29.05.2024
3 CS Kavya Das R	Company Secretary	Appointment	20.07.2024

There were no changes in Key Managerial Personnel of the company during the period after the close of the financial year till the date of this Report.

The elements of remuneration package of the Directors except Independent directors includes perquisites like HRA, Medical Reimbursement, LTA for self and Family, Entertainment Expenditure reimbursement etc. in accordance with the policy of the Company. These elements forms part of the remuneration approved by the shareholders.

13. COMPLIANCE OFFICER

The Company is required to appoint a Compliance Officer who shall be a qualified Company Secretary pursuant to Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year, CS Kavya Das R was appointed as Company Secretary cum Compliance Officer of the company with effect from 20.07.2024 who is holding the position as on date.

14. SHARE TRANSFER AGENT

M/s Link Intime India Private Limited, Registrar and Share Transfer Agents (RTA) for equity shares of the Company has changed its name to MUFG Intime India Private Limited (CIN: U67190MH1999PTC118368) with effect from 31.12.2024.

15. BOARD MEETINGS AND ATTENDANCE:

During the year, 6 (six) Board Meetings were held as per the details provided below:

	Board Meetings attended during the year
Sl. No. Name of the Member	29.05.2024	20.07.2024	26.08.2025	18.10.2024	14.11.2024	24.02.2025
1 Mr. T. K. Chandiran
2 Mrs. C. Selvi
3 Mr. A.C. Vineethkumar
4 Mr. V. N. Chandrasekaran
5 Mr. B. Mohan

The company has conducted at least one meeting in every quarter of the financial year, and the maximum gap between any two Board Meetings was less than one 120 days.

16. AUDIT COMMITTEE AND MEETINGS:

The company has duly constituted an Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013. The Composition of Audit Committee is tabled hereunder.

Sl. No Name of the Member	Designation on the Board of Directors	Position in the Committee
1 Mr. V. N. Chandrasekaran	Independent Director	Chairperson
2 Mr. Bhagavan Mohan	Independent Director	Member
3 Mr. T. K. Chandiran	Managing Director	Member

During the year, 3 (three) meetings of the Audit Committee were held on the following dates, and all members of the Committee were present in the meetings:

	Audit Committee Meetings during the year
Sl. No. Name of the Member	29.05.2024	26.08.2024	14.11.2024
1 Mr. V. N. Chandrasekaran
2 Mr. Bhagavan Mohan
3 Mr. T. K. Chandiran

The Board of Directors have accepted the recommendations of the Audit Committee during the year. The Audit Committee is responsible for overseeing the vigil mechanism established by the company.

17. VIGIL MECHANISM:

The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in pursuance of provisions of Section 177(10) of the Companies Act, 2013. After the close of the financial year, the policy was updated and approved by the Board of Directors in their meeting held on 29.05.2024. The policy is posted on the website of Company and can be accessed at the following web address: https://kkvagropowers.com/investors/polices/.

The Audit Committee is responsible for overseeing the vigil mechanism. There have been no complaints reported through the mechanism during the financial year.

18. NOMINATION AND REMUNERATION COMMITTEE:

The company has duly constituted a Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is tabled hereunder:

Sl. No Name of the Member	Designation on the Board of Directors	Position in the Committee
1 Mr. Bhagavan Mohan	Independent Director	Chairperson
2 Mr. T. K. Chandiran	Managing Director	Member
3 Mr. A. C. Vineethkumar	Director (Non-Executive)	Member
4 Mr. V. N. Chandrasekaran	Independent Director	Member

During the year, the Nomination and Remuneration Committee met 3 (three) times, and all members of the Committee were present in the meetings.

	Audit Committee Meetings during the year
Sl. No. Name of the Member	29.05.2024	20.07.2024	26.08.2024
1 Mr. V. N. Chandrasekaran
2 Mr. Bhagavan Mohan
3 Mr. T. K. Chandiran

19. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION: The Committee has formulated a Policy for the remuneration of the Directors, key managerial personnel and other employees, and the criteria for determining qualifications, positive attributes and independence of a director.

As per the policy, when considering the appointment and remuneration of Whole Time Directors, the Nomination & Remuneration Committee considers pay and employment conditions in the industry, merit and seniority of the person and the paying capacity of the Company.

The policy is uploaded on the Companys website at the following web address: https://kkvagropowers.com/investors/polices/

20. STAKEHOLDER RELATIONSHIP COMMITTEE:

The company has voluntarily constituted a Stakeholders Relationship Committee pursuant to Section 178 of the Companies Act, 2013, with the following composition, to consider and resolve the grievances of security holders of the company.

Sl. No Name of the Member	Designation on the Board of Directors	Position in the Committee
1 Mr. V.N. Chandrasekaran	Independent Director	Chairperson
2 Mr. B. Mohan	Independent Director	Member
3 Mr. A.C. Vineethkumar	Director (Non-Executive)	Member

During the year, the Committee met once during the year, on 29.05.2024. The Committee has not received any complaints or grievances during the financial year 2024-25.

Particulars	SEBI	BSE	NSE	Letters	Mails	Total
Pending at the beginning of the year	NIL	NIL	NIL	NIL	NIL	NIL
Received during the year	NIL	NIL	NIL	NIL	NIL	NIL
Disposed during the year	NIL	NIL	NIL	NIL	NIL	NIL
Remaining unresolved at the end of the year	NIL	NIL	NIL	NIL	NIL	NIL

Pursuant to Section 178 of the Companies Act, 2013, read with Regulation 20 and 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company is not required to constitute a Stakeholder Relationship Committee. Considering the current structure and volume of shareholders, and stakeholder grievances received, the Board of Directors formed the opinion that the functions of the Stakeholder Relationship Committee can be easily managed by the Board of Directors. Hence, the Board of Directors approved the dissolution of the Stakeholder Relationship Committee.

21. REAPPOINTMENT OF INDEPENDENT DIRECTORS

As on 31.03.2025, the Board of Directors of the company comprises of 2 (two) Independent Directors, constituting more than one-third of the total number of directors on the Board as required under Section 149 (4) of the Companies Act, 2013. The company has appointed the following persons as Independent Directors, who fulfil the eligibility criteria prescribed under the Act.

Sl. No Name of the Directors	DIN	Date of Appointment	Date of Reappointment
1 Mr. V. N. Chandrasekaran	05255699	07.09.2015	29.09.2020
2 Mr. B. Mohan	07276704	22.04.2019	22.04.2024

The reappointment of Mr. B. Mohan (DIN: 07276704) as Independent Director for a second term of 5 years to hold office till 21.04.2029 was considered and approved by the members of the company in the 12th Annual General Meeting held on 18.09.2024.

Mr. V.N. Chandrasekaran (DIN: 05255699) was reappointed as Independent Director for a second term of 5 years in the 8th Annual General Meeting of the company held on 29.09.2020 and his term of office is expiring on 06.09.2025.

Now the company is proposing to appoint Mr. Kuthurathulla Usmanali (DIN: 07025886) to the Board as Non-Executive Independent Director of the Company with effect from 02.09.2025. The appointment was recommended by the Nomination and Remuneration Committee, and approved by the Board of Directors, in their meeting held on 04.08.2025. The appointment is now placed before the shareholders for their approval in the 13th Annual General Meeting proposed.

22. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS: Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) and complied with the code as prescribed in Schedule IV of the Companies Act, 2013, at the beginning of the financial year 2024-25, and the same were placed before the first meeting of the Board of Directors during the financial year held on 29.05.2024.

23. MEETING OF INDEPENDENT DIRECTORS

Pursuant to Section 149(8) of the Act read with Schedule VI Part VII, the Independent Directors of the company has held one meeting without the attendance of non-independent Directors and other members of management, during the financial year 2024-25. Both the independent Directors of the company were present at the meeting which was held on 29.05.2024.

The said meeting of Independent Directors:

(i) reviewed the performance of non-independent Directors and the Board as a whole; (ii) reviewed the performance of the Chairperson of the company, and (iii) assessed the quality, quantity and timeliness of flow of information between the company management and the Board.

24. STATEMENT ON INTEGRITY, EXPERTISE AND EXPERIENCE OF

INDEPENDENT DIRECTORS:

During the financial year 2024-25, Mr. B. Mohan (DIN: 07276704) was reappointed as Independent Director for a second term of 5 years till 22.04.2029 in the 12th Annual General Meeting of the company held on 18.09.2024. The company is also proposing to appoint Mr. Kuthurathulla Usmanali (DIN: 07025886) as Independent Director of the Company with effect from 02.09.2025.

The Board of Directors are of the opinion that Independent Directors appointed/ proposed to be appointed to the Board are persons with integrity, expertise and experience required for holding the position of Independent Director. The persons have cleared/is exempted from clearing the online proficiency self-assessment test conducted by the institute notified under Section 150(1) of the Companies Act, 2013.

25. STATEMENT ON PERFORMANCE EVALUATION OF BOARD

The Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairperson) as well as an evaluation of the working of all Board Committees. The performance evaluation was carried out on the basis of inputs received from all the Directors / Members of the Committees, as the case may be. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results of evaluation have been communicated to the Chairperson of the Company and Audit Committee.

26. DEPOSITS:

The Company has not accepted any Deposits within the meaning of the provisions of Section 2 (31) and Chapter V of the Companies Act, 2013 read with Rule 2 (1)(c) of the Companies (Acceptance of Deposits) Rules, 2014. As on 31.03.2024, there are no amounts of deposits remaining unpaid or unclaimed, no default in repayment of deposits or payment of interest thereon during the year, and there are no deposits which are not in compliance with the requirements of Chapter V of the Act.

27. MONEY RECEIVED FROM DIRECTOR OR RELATIVE OF DIRECTOR

The company does not have any outstanding borrowings from its directors as on 31st March 2025. A Short-term Unsecured Loan received from Mr. T. K. Chandiran (DIN: 00031091), Managing Director of the company, repayable on demand, amounting to Rs. 99,37,143/- (Rupees Ninety-Nine Lakhs Thirty-Seven Thousand One Hundred Forty-Three Only), was repaid in full during the year.

The Company has not received any moneys from any of the Directors of the Company or repaid any moneys during the financial year 2024-25.

28. PARTICULARS OF LOANS OR INVESTMENTS UNDER SECTION 186 The Company has not given any loans or guarantee or provided any security, or made any investments in other entities within the meaning of the provisions of Section 186 of the Companies Act, 2013.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions with Related Parties are at arms length and in the ordinary course of business duly approved by the Audit Committee. The details of related party transactions as per Section 188 of the Companies Act, 2013 are detailed in Form AOC-2 and the same is furnished in Annexure I to this report.

The Board has formulated Policy on Related Party Transactions and the same is uploaded on the Companys website at the following address: http://kkvagropowers.com/investors/polices/

30. CORPORATE SOCIAL RESPONSIBILITY:

The company has made an annual Turnover of Rs. 1,554.77.74 Crores (Rupees One Thousand Five Hundred and Fifty-Four Crores and Seventy-Eight Lakhs (approx.)) during the financial year 2023-24, triggering compliances relating to Corporate Social Responsibility for the financial year 2024-25. As per Section 135 of the Companies Act, 2013, every company having a turnover of 1000 crores or more shall:

(a) constitute a Corporate Social Responsibility Committee of the Board, (b) formulate a Corporate Social Responsibility Policy, and

(c) spends in the financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years

However, the company is exempted from constituting a Corporate Responsibility Committee since the amount required to be spent by a company during the financial year 2024-25 does not exceed Rs. 50,00,000/- (Rupees Fifty Lakhs Only), pursuant to Section 135 (9) of the Companies Act, 2013. However, the Board of Directors in their meeting held on 29.05.2024, have voluntarily constituted a Corporate Responsibility Committee with the objective of streamlining the CSR activities of the company in one place, and for ease of discharging the obligations prescribed under the Act.

The CSR Policy of the company as approved by the Board of Directors is posted on the website of the company at the following web address: http://kkvagropowers.com/investors/polices/.

The CSR Annual Report for the financial year 2024-25 has been annexed to this report as Annexure II.

31. STATUTORY AUDITORS:

In terms of provisions of Section 139 (1) of the Companies Act 2013, M/s. B. Thiagarajan & Co. (Firm Reg. No. 04371S), Chartered Accountants have been appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of the 11th Annual General Meeting till the conclusion of the 16th Annual General Meeting.

32. EXPLANATIONS FOR THE REMARKS IN THE INDEPENDENT AUDITORS REPORT:

There were no qualifications, reservations or adverse remarks or disclaimers made in the Independent Auditors Report.

33. SECRETARIAL AUDIT AND REPORT:

As per the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. G. V. and Associates, Practising Company Secretaries (ICSI Unique code-P2004TN081200), Coimbatore to conduct the Secretarial Audit for the Financial Year 2024-25.

The report of the Secretarial Auditors dated 04.08.2025 in Form MR-3 is furnished as Annexure III to this report.

34. EXPLANATIONS FOR THE REMARKS IN THE SECRETARIAL AUDITORS REPORT:

The explanations by the Board on the qualification, reservation or adverse remark or disclaimer made by the company secretary in practice in the Secretarial Audit Report is detailed below:

Comments /remarks /Observations by the Secretarial Auditor	Explanation from the Board of Directors
As per Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is required to publish an advertisement in both English and vernacular (Tamil) newspapers immediately upon the completion of dispatch of notices for the Annual General Meeting (AGM), and at least 21 days before the date of the AGM. However, the Company published only an abridged version of the notice in a Tamil newspaper in English instead of Tamil on 29.08.2024 for the Annual General Meeting held on 18.09.2024. Additionally, the Company failed to publish the notice in an English newspaper, and the Tamil publication did not comply with the minimum 21-day requirement. This is a non-compliance with Rule 20(f) of the Companies (Management and Administration) Rules, 2014.	The company will ensure that two separate advertisements are published in vernacular and English newspapers in compliance with the regulations in future, within the prescribed timelines.
The website disclosures were not made in accordance with the provisions of the Companies Act, 2013, and Regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.	Board has taken serious note of the observation and shall duly comply with the same.
The Company has been advised to obtain an International Securities Identification Number (ISIN) for its Preference Shares.	Board has taken serious note of the observation and shall duly comply with the same.
As per Regulation 3 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, read with NSE Circular No. NSE/CML/25 dated 29.03.2023, the Company is required to submit the quarterly Structured Digital Database Compliance Certificate for the quarter ended 30.06.2024 by 21.07.2024. However, the Company submitted the certificate on 19.08.2024, resulting in a delay.	The company did not have a Compliance Officer during the period from 31.05.2024 to 20.07.2024, resulting in delays in updating the software and submitting the certificate. The company has taken necessary steps to avoid such delays in future.
The Company has few delays in capturing Unpublished Price Sensitive Information (UPSI) in the Structured Digital Database software, as required under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015	The company did not have a Compliance Officer during the period from 31.05.2024 to 20.07.2024. Further, company faced several technical issues in maintaining the software during the year, resulting in delays in capturing the events in the SDD software. The company has taken necessary steps to avoid such delays in future.
As per Regulation 29(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed entity is required to provide prior intimation of at least five days (excluding the date of intimation and the date of the meeting) to the stock exchange regarding Board meetings where financial results are to be considered and interim dividends declared.	The company had initially scheduled the Board meeting for declaration of half-yearly financial results on 15.11.2024, falling beyond the 45 days timeline prescribed for declaring the financial results. Upon realizing the miscalculation of days, the company quickly rectified the same by advancing the meeting to 14.11.2024 and submitting revised intimation about the changed Board meeting date. The company regrets the non-compliance with the required period for prior intimation and has taken steps to ensure that the same does not occur in future.
The Company initially intimated the National Stock Exchange on 07.11.2024 about a Board meeting scheduled for 15.11.2024 to consider and approve the unaudited financial results for the half year ended 30.09.2024 and to declare an interim dividend. However, the Company subsequently issued a revised intimation on 12.11.2024, advancing the meeting date to 14.11.2024 without providing any reason for the change. Consequently, the revised notice period was effectively only one day, which constitutes non-compliance with Regulation 29(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailed reason along with the resignation letter must be submitted within 7 days from the date of resignation of the Company Secretary. The Company Secretary resigned on 31.05.2024; however, the Company submitted the relevant documents to the Stock Exchange only on 10.10.2024, resulting in a delay.	The Board has taken note of the observation and has taken necessary steps to avoid delays in future.
As per Regulation 40(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to submit the Share Transfer Audit Certificate to the Stock Exchange simultaneously upon receipt of the certificate from the Practicing Company Secretary under Regulation 40(9).	The Board has taken note of the observation and has taken necessary steps to avoid delays in future.
The Company received the certificate under Regulation 40(9) on 10.04.2024 but submitted the same to the Stock Exchange on 18.04.2024 and 22.04.2024, resulting in a delay As per Regulation 45 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has been advised to change its name to reflect the business activity that contributes at least 50% of its total revenue	The Board has taken note of the observation and shall consider the same.

35. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

36. COST AUDITOR AND MAINTENANCE OF COST RECORDS:

The company has maintained cost records as per the provisions of Section 148 of the Companies Act, 2013 relating to the maintenance of cost records. The company is proposing to appoint a Cost Auditor and conduct Cost Audit for the financial year 2025-26.

37. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and relevant rules made thereunder your Company has appointed M/s. Viswanathan & Associates LLP (FRN: 004770S/ S200025), 4/5, Sri Krishna Vilas, Kongu Nagar, Ramanathapuram, Coimbatore 641045 as Internal Auditors of the company for the Financial Years 2024-25 and 2025-26. The Internal Auditors have issued the Internal

Audit Report for the financial year 2024-25 and the same has been reviewed by the Board of Directors in the meeting held on 04.08.2025.

The Audit Committee of the company, in consultation with the Internal Auditor, has formulated the scope, functioning, periodicity and methodology for conducting the internal audit.

The Audit Committee discusses and reviews with the Internal Auditors about the functions and activities of the company at periodic intervals. The Audit Committee then appraises the Board of Directors about their findings, if any.

38. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standard - 1 on Meetings of the Board of Directors, Secretarial Standard - 2 on General Meetings and Secretarial Standard - 3 on Dividend.

39. RISK MANAGEMENT POLICY:

The Management has developed and implemented a Risk Management Policy for the company considering the nature of industry and associated risks pertaining to the industry. The Management is overseeing the implementation of the Policy on regular basis. In the opinion of the Board, there are no risks that may threaten the existence of the company.

40. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Companys internal financial control systems are commensurate with the nature of its business and the size and complexity of its operations. The internal control procedures have been planned and designed to provide reasonable assurance of compliance with various policies, practices and statutes in keeping with the organisations pace of growth and achieving its objectives efficiently and economically.

The internal controls, risk management and governance processes are duly reviewed for their adequacy and effectiveness through periodic audits by the Internal Audit department. Post-audit reviews are also carried out to ensure that audit recommendations are implemented. The Audit Committee reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems. The ultimate objective being, a Zero Surprise, Risk Controlled Organization.

41. MATERIAL CHANGES:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year as on 31.03.2025 and the date of this Report.

42. ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There were no significant and material orders passed by the regulators or courts or tribunal which would impact the going concern status and the Companys operations in future.

43. PREVENTION OF SEXUAL HARASSMENT AT THE WORK PLACE:

As per the requirements specified in the "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013", the Company is committed to provide a work environment that is free from sexual harassment. The Company has constituted the Internal Complaints Committee. The complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as follows:

Particulars	2024-25	2023-24
Complaints pending at the beginning of the year	0	0
Complaints Received during the year	0	0
Disposed during the year	0	0
Remaining unresolved at the end of the year	0	0
Complaints as a % of female employees / workers	0	0
Complaints on POSH upheld	0	0

44. COMPLIANCE WITH MATERNITY BENEFIT REGULATIONS

Pursuant to Section 134 read with Rule 8(5)(xiii) of Companies (Account) Rules, 2014, the Company declares and affirms that it has duly complied with all provisions of the

Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

45. INSOLVENCY PROCEEDINGS:

No application has been made by or against the company during the year under the Insolvency and Bankruptcy Code 2016 and no proceedings are pending under the Code as on 31.03.2025.

46. VALUATION:

The disclosures with respect to the difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year.

47. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 at the end of the financial year and of profit of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

48. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company monitors auxiliary consumption at its plants and takes measures to reduce it through use of energy efficient appliances, prudent use of resources, natural ventilation, etc.

A. Conservation of energy:

(i) The steps taken or impact on conservation of energy: Strict vigilance is maintained over usage of Energy by constant monitoring and educating the need to conserve energy.

(ii) The steps taken by the company for utilising alternate sources of energy: The Company generates energy for captive consumption using environmental friendly wind technology through its windmills and Solar Plant in the States of Tamil Nadu and Andhra Pradesh.

(iii) The capital investment on energy conservation equipment: NIL

B. Technology absorption:

The Company ensures that its equipment vendors share their supplier details, design drawings and train Company personnel in operation and maintenance of the equipment.

(i) The efforts made towards technology absorption: Technology absorption is a continuous process and the Company has been deriving various benefits which cannot be attributed to any specific area. In all the Company stands to gain on various fronts on account of continuous technology absorption.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: NIL

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NOT APPLICABLE

a. the details of technology imported: NIL

b. the year of import: NA

c. whether the technology been fully absorbed: NA

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: NA

(iv) The expenditure incurred on Research and Development: NIL

C. Foreign exchange earnings and Outgo:

Foreign exchange earnings : NIL Foreign exchange outgo : NIL

49. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report pursuant to Regulation 34 (2)(e) read with Part B of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as Annexure IV to this Report.

50. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required pursuant to the provisions of Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the remuneration of Directors, Key Managerial Personnel and other employees are enclosed as Annexure V forming part of the report.

51. SCHEMES FOR PURCHASE OF OWN SHARES BY EMPLOYEES

The disclosures pursuant to Section 67(3)(c) read with Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the company as the company has not made any scheme for provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

52. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not made any issue of shares with differential voting rights during the year. Hence, the disclosures pursuant to Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the company.

53. SWEAT EQUITY SHARES

The company has not made any issue of sweat equity shares during the year. Hence, the disclosures pursuant to Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the company.

54. ANALYSIS OF KEY FINANCIAL RATIOS

The key financial ratios of the company for the financial year 2024-25 in comparison to the previous year, along with the reason for variance is presented Note 2.43 of the Notes to the Audited Financial Statements and are not repeated here, for the sake of brevity.

55. CORPORATE GOVERNANCE:

Being an entity which has listed its specified securities on the SME Exchange, the compliance with respect to annexing a Corporate Governance Report to the Annual Report as per Regulation 34(3) and 53(f) of the Listing Regulations read with Schedule V Part C is not applicable to the company, according to the exemption granted under Regulation 15(2)(b) of the Listing Regulations.

However, the Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Companys Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

The disclosures pursuant to Schedule V para IV in relation to managerial remuneration in the event of inadequate profits:

Sl. No. Particulars	Details
1. All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors	Salary as prescribed in the Explanatory Statement to the Notice. No other benefits.
2. Details of fixed component. and performance linked incentives along with the performance criteria	Only fixed component.
3. Service contracts, notice period, severance fees; and	NA
4. Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable	NA

56. AGREEMENTS BINDING THE LISTED ENTITY

During the financial year, no Agreements have been entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel or employees of the listed entity which impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity. Hence, the disclosures pursuant to Regulation 30A read with clause 5A to para A of part A of schedule III and Part G of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,

57. VARIATIONS IN THE USE OF PROCEEDS

The disclosures under Regulation 32(4) and (7) of the Securities and Exchange Board of India (Listing-Obligations and Disclosure Requirements) Regulations, 2015 pertaining to the deviation/ variation in use of proceeds of an issue, and utilisation of funds raised through preferential allotment or qualified institutions placement are not applicable to the company.

58. DEBENTURE TRUSTEE

The company has not issued any Debentures; hence the disclosure is not applicable to the company.

59. RELATED PARTY DISCLOSURES

The related party disclosures pursuant to Regulation 53(1)(f) read with Para A of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable accounting standards, are made in Note 2.39 of the Notes to the Audited Financial Statements. The Company has also adopted the policy on Materiality and Dealing with Related Party Transaction which is available on the website of the Company at the following web address: http://kkvagropowers.com/investors/polices/.

60. SHARES IN SUSPENSE ACCOUNT

The disclosures with respect to demat suspense account/ unclaimed suspense account as provided in Para F of Schedule V of the Listing Regulations, 2015 are not applicable to the company as the company the company does not have any shares in the demat suspense account or unclaimed suspense account.

61. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The company was not required to transfer any amount to the Investor Education and Protection Fund during the financial year 2024-25.

62. DEPOSITORY SYSTEM:

As the Members are aware, your Companys Equity Shares are fully dematerialised and tradable compulsorily in electronic form. Your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central

Depository Services (India) Limited (CDSL). The ISIN allotted to the Companys

Equity shares is INE239T01016.

63. INSIDER TRADING REGULATIONS:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of Insider Trading and the Code for Corporate Disclosures ("the Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

The Company is maintaining a Structured Digital Database (SDD Software) which captures the dissemination of price-sensitive information to insiders on real-time basis, and also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep gratitude and appreciation towards the Companys suppliers, customers, investors, bankers, Government of India, State Government and other regulatory authorities for their continued support during the year. Your Directors also acknowledge the commitment and the dedication of the employees at all levels who have contributed to the growth of the Company.

For and on behalf of the Board of Directors

KKV Agro Powers Limited

Tirupur Kulandaivel Chandiran (DIN: 00031091)

Chairperson and Managing Director

Date: 11.08.2024

Place: Coimbatore