KKV Agro Powers Ltd Directors Report

To

The Members,

Your Directors have pleasure in presenting the 12^th Annual Report of your company, KKV Agro Powers Limited (CIN: L40108TZ2012PLC018332) together with the Audited Financial Statements for the Financial Year ended 31^st March 2024.

1. FINANCIAL HIGHLIGHTS AND REVIEW OF PERFORMANCE: (Rs. in Lakhs)

Particulars	Current Year	Previous Year
	2023-24	2022-23
Income from Operations	1,55,376.92	1,23,674.38
(+) Other Income	100.82	76.96
Gross Receipts (including other Income)	1,55,477.74	1,23,751.33
(-) Total Expenditure excluding interest and depreciation	1,55,139.34	1,23,198.04
EBITDA	338.41	553.29
(-) Finance Cost	96.54	147.51
(-) Depreciation	180.05	181.06
Profit/(Loss) before taxation for the year	61.82	224.72
Less: Current tax Expenses	9.70	35.96
Less: Deferred Tax Liability/Asset	25.12	64.36
Less: Earlier years	-	5.16
Profit/(Loss) after taxation for the year	27.01	119.24

Financial Performance of the Company:

During the year, the Company has earned income of Rs. 1,55,477.74 Lakhs compared to Rs. 1,23,751.33 Lakhs during the previous year. After providing for expenditure and tax the Company has earned Net profit of Rs. 27.00 Lakhs compared to a Net profit of Rs. 119.24 Lakhs in the previous year 2022-23.

2. CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of business of the company. The Company has expanded its business operations and the same is detailed under the head "Operations".

3. STATE OF AFFAIRS AND BUSINESS REVIEW

As on 31^st March 2024, the operating capacity of the Company was 11 MW, consisting of 3.4 MW of Solar plants and 7.6 MW of Wind plants.

The company is making efforts to improve the business and your Directors are optimistic of better performance during the year.

4. TRANSFER TO RESERVES:

During the year, the company has not transferred any amount to the reserves. The net profit for the financial year 2023-24 amounting to Rs. 27.01 Lakhs 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 30% to the holders of Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each, i.e. of Rs. 3/- (Rupees Three Only) per share for the financial year 2023-2024 subject to the approval of the Shareholders of the Company at the ensuing 12^th Annual General Meeting. The Board of Directors has 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 31^st March 2024 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 31^st March 2024 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 2023-24.

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 2023-24. 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 has placed a copy of Annual Return as at 31.03.2024 on the Companys website www.kkvagropowers.com.

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 31.03.2024

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	05255699	Non-Executive - Professional	Resident
5 Mr. B. Mohan	Independent Director	07276704	Non-Executive - Professional	Resident

Changes in Directors during the financial year 2023-24

In the 11^th Annual General Meeting of the company held on 21.09.2023, Mrs. Selvi (DIN: 00032962), Whole-time Director who was liable to retire by rotation pursuant to Section 152 of the Companies Act, 2013 offered herself 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 9^th 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, have considered and approved their re-appointments with effect from 03.04.2024.

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 is presented for the approval of members in the ensuing 12^th Annual General Meeting.

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

Mr. A. C. Vineethkumar (DIN: 06756745), Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

The reappointments of Mr. T. K. Chandiran (DIN: 00031091) as the Managing Director and Mrs. C. Selvi (DIN: 00032962) as the Wholetime Director are recommended to the shareholders for their approval in the ensuing Annual General Meeting.

The reappointment of Mr. Bhagavan Mohan (DIN: 05255699), as an Independent Director for a second term of 5 years up to 22.04.2029 is presented for the approval of members in the ensuing 12^th 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 31.03.2024:

Key Managerial Personnel (other than Directors) as on 31.03.2024:

Sl. No Name of the KMP	Designation	Date of Cessation, if applicable
1Mr. Meenakshisundaram Shankara Subramanian	Chief Executive Officer	-
2CS Paranivelan Paramasivam	Company Secretary	31.05.2024

Changes in Key Managerial Personnel during the financial year 2023-24

Sl. No Name of the Directors	Designation	Nature of Change	Date of Event
1 CS Abdul Razack Feroz Khan	Company Secretary	Appointment	16.06.2023
2 CS Abdul Razack Feroz Khan	Company Secretary	Cessation	05.03.2024
3 Mr. Arun Kumar	Chief Financial Officer	Cessation	05.03.2024
4 CS Paranivelan Paramasivam	Company Secretary	Appointment	05.03.2024

Changes in Key Managerial Personnel after the close of the financial year

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

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. At the end of the financial year 2023-24, CS Paranivelan Paramasivam was holding the office of Company Secretary cum Compliance Officer of the company.

After the close of the financial year, CS Paranivelan Paramasivam resigned from the office on 29.05.2024 and CS Kavya Das R was appointed as Company Secretary cum Compliance Officer of the company with effect from 20.07.2024.

14. SHARE TRANSFER AGENT

Pursuant to the Order of Amalgamation passed by the National Company Law Tribunal, M/s. S.K.D.C. Consultants Limited has now ceased to exist as a separate entity and merged with Link Intime India Private Limited. Hence, the Registrar and

Share Transfer Agents (RTA) for equity shares of the Company shall, hereafter, be Link Intime India Private Limited effective from 22.12.2023.

15. BOARD MEETINGS AND ATTENDANCE:

During the year, eight (8) Board Meetings were held as per the details provided below:

		Board Meetings attended during the year
Sl. No. Name of the Member	27.05.2023	16.06.2023	30.08.2023	23.09.2023	14.11.2023	06.02.2024	05.03.2024	26.03.2024
1 Mr. T. K. Chandiran	?	?	?	?	?	?	?	?
2 Mrs. C. Selvi	?	?	?	?	?	?	?	?
3Mr. A.C. Vineethkumar	?	?	?	?	?	?	?	?
4Mr. V. N. Chandrasekaran	?	?	?	?	?	?	?	?
5 Mr. B. Mohan	?	?	?	?	?	?	?	?

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. B. Mohan	Independent Director	Chairperson
2 Mr. V.N. Chandrasekaran	Independent Director	Member
3 Mr. T. K. Chandiran	Managing Director	Member

During the year, four (4) meetings of the Audit Committee were held. 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. B. Mohan	Independent Director	Chairperson
2 Mr. V.N. Chandrasekaran	Independent Director	Member
3 Mr. A.C. Vineethkumar	Director (Non-Executive)	Member
4 Mr. T. K. Chandiran	Managing Director	Member

During the year, the Nomination and Remuneration Committee met 2 (two) times.

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, to consider and resolve the grievances of security holders of the company. 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. 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. The Committee has not received any complaints or grievances during the financial year 2023-24.

21. INDEPENDENT DIRECTORS

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 Original Appointment	Date of Reappointment, if any
1 Mr. V. N. Chandrasekaran	05255699	07/09/2015	29/09/2020
2 Mr. B. Mohan	07276704	22/04/2019	22/04/2024

Mr. V.N. Chandrasekaran (DIN: 05255699) was reappointed as Independent Director for a second term of 5 years in the 8^th Annual General Meeting of the company held on 29/09/2020 and shall hold office till 06/09/2025.

The reappointment of Mr. B. Mohan (DIN: 07276704) as Independent Director for a second term of 5 years till 22/04/2029 is to be considered by the members of the company in the ensuing 12^th Annual General Meeting for approval by way of a Special Resolution. Upon reappointment, he shall hold office till 21/04/2029. In the opinion of the Board of Directors, Mr. B. Mohan (DIN: 07276704) fulfils the conditions specified in this Act for such an appointment.

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 2023-24, and the same were placed before the first meeting of the Board of Directors held during the financial year.

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 2023-24. Both the independent Directors of the company were present at the meeting which was held on 17.05.2023.

The said meeting of Independent Directors:

(d) reviewed the performance of non-independent Directors and the Board as a whole; (e) reviewed the performance of the Chairperson of the company, and (f) 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:

The company has not appointed any Independent Directors during the financial year 2023-24. Mr. B. Mohan (DIN: 07276704) is proposed to be reappointed as Independent Director for a second term of 5 years till 22/04/2029 in the ensuing 12^th Annual General Meeting. 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 amount 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 has outstanding borrowings from its Directors amounting to Rs.99,37,143/- (Rupees Ninety-Nine Lakhs Thirty-Seven Thousand One Hundred Forty-Three Only) as on 31.03.2024 in the nature of short-term Unsecured Loan received from Mr. T. K. Chandiran (DIN: 00031091), Managing Director of the company. The Company has not received any moneys from any of the Directors of the Company or repaid any moneys during the financial year 2023-24. Mr. T. K. Chandiran (DIN: 00031091), Managing Director has furnished a declaration in writing to the company at the time of lending the money, to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

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. 1,237.51 Crores (Rupees One Thousand Two Hundred and Thirty-Seven Crores and Fifty-One Lakhs) during the financial year 2022-23, triggering compliances relating to Corporate Social Responsibility for the financial year 2023-24. As per Section 135 of the Companies Act, 2013, every company having a turnover of 1000 crores or more shall:

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

(i) 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 to be spent by a company during the financial year 2023-24 does not exceed fifty lakh rupees, pursuant to Section 135 (9) of the Companies Act, 2013. The Board of Directors of the company have duly discharged the functions of the CSR Committee as 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 2023-24 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 11^th Annual General Meeting till the conclusion of the 16^th 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 Statutory Auditors report. The clarification for the comments in the Report are given below:

Comments /remarks /Observations by the Statutory	Explanation from the
Auditor	Board of Directors
Undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income-tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2024 for a period of more than six months from the date they became payable are as given below:	The management is taking necessary steps to reconcile the same.

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 2023-24. The report of Secretarial Auditors 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
(a) 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 the name to reflect the business activity which contributes 50% of total revenue.	The Company uses renewable energy for all the business activities. Hence the main business of the Company is based on renewable energy
(b) The Company has appointed Company Secretary as per Section 203 of the Companies Act, 2013 on 16.06.2023. The Company has no Company Secretary and Compliance Officer as per the Companies Act, 2013 and as per Regulation 6 of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 from 03.09.2022 to 16.06.2023. For the said non-appointment of Company Secretary, fine amount was imposed by National Stock Exchange of India Limited.	The company has rectified the non- compliance and paid the fine. The management has taken necessary steps to ensure that the company remains compliant with the relevant provisions.
(c) The Company has not submitted the quarterly Structured Digital Database Compliance Certificate within the due dates as specified in Regulation 3 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Company has received various notices for the same from National Stock Exchange of India Limited.	The company has submitted the SDD Compliance Certificate with delays due to vacancy in the office of the Compliance Officer during the relevant periods. The management has taken necessary steps to ensure timely compliance in future.
(d) As per Regulation 40(10) of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements - LODR) Regulations, 2015, the Company has to submit the Share Transfer Audit Certificate simultaneously on receiving certificate from the Practicing Company Secretary under Regulation 40(9) of The Securities and Exchange Board of India (LODR) Regulations, 2015. The Company has received certificate under Regulation 40(9) of SEBI LODR on 08.04.2023 but the same was submitted to Stock Exchange on 19.04.2023.	The company has submitted the Share Transfer Audit Certificate with delay. The management has taken necessary steps to ensure timely compliance in future.
(e) There is a delay in submission of outcome of half-yearly results for the half-year ended 30.09.2023 in prescribed XBRL format to the Stock Exchange.	The management has taken necessary steps to ensure timely compliance in future.
(f) Website disclosure was not properly made as per the provisions of Companies Act, 2013.	The website of the company is currently under maintenance and the management has taken necessary steps to ensure compliance.

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 provisions of Section 148 of the Companies Act, 2013 relating to the maintenance of cost records and conducting of Cost Audit are not applicable to the Company.

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. Suri & Co., Chartered Accountants, (FRN: 004283S) as Internal Auditors for the Financial Year 2023-24. The Internal Auditors have issued the Internal Audit Report for the financial year 2023-24 and the same has been reviewed by the Board of Directors.

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 and Secretarial Standard - 2 on General Meetings.

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 31.03.2024 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. During the year, the Company has not received any complaints.

44. 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 31.03.2024.

45. 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.

46. 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.

47. 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

48. 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.

49. 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.

50. 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.

51. ANALYSIS OF KEY FINANCIAL RATIOS

The key financial ratios of the company for the financial year 2023-24 in comparison to 2022-23, 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.

52. 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,

53. 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.

54. DEBENTURE TRUSTEE

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

55. 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. Also, the Company has 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/.

56. 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.

57. 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 2023-24.

58. 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.

59. 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 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.