To The Members,
Your Board of Directors have pleasure in presenting the 14th Annual Report of your company, KKV Agro Powers Limited (CIN: L40108TZ2012PLC018332) for the financial year 2025-26, together with the Audited Financial Statements for the Financial Year ended 31st March 2026.
1. FINANCIAL HIGHLIGHTS AND REVIEW OF PERFORMANCE:
(Rs.in Lakhs)
| Particulars | Current Year 2025-26 | Previous Year 2024-25 |
| Income from Operations | 96,349.69 | 96,213.45 |
| (+) Other Income | 9.88 | 9.49 |
| Gross Receipts (including other Income) | 96,359.58 | 96,222.95 |
| (-) Total Expenditure excluding interest and depreciation | 95,581.04 | 95,692.19 |
| EBITDA | 778.90 | 530.76 |
| (-) Finance Cost | 69.19 | 98.52 |
| (-) Depreciation | 182.13 | 178.23 |
| Profit/(Loss) before taxation for the year | 527.58 | 254.01 |
| Less: Current tax Expenses | 216.74 | 102.47 |
| Less: Deferred Tax Liability/Asset | (17.13) | (17.16) |
| Less: Earlier years | - | - |
| Profit/(Loss) after taxation for the year | 327.98 | 168.70 |
Financial Performance of the Company:
During the year 2025-26, the Company has earned income of Rs. 96,359.58 Lakhs compared to Rs. 96,222.95 Lakhs during the previous year. After providing for expenditure and tax the Company has earned a Net profit of Rs. 3.27 crores compared to a Net profit of Rs. 1.68 crores in the previous year 2024-25.
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.
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 2025-26, the company generated a total of 1.96 crore units of electricity, with 1.53 crore units from wind and 0.43 crore units from solar. The Windmill division reported revenue from operations of 3.64 crores and a profit before tax of 0.081 crores. The Solar division posted revenue of 2.06 crores and profit(loss) before tax of 0.72) crores.
The billion trading division reported a revenue of 861.40 crores and a profit(loss) of 0.48) crores, and the jewellery retail segment booked a revenue of 91.89 crores and a profit before tax of 4.91 crores.
The company is making efforts to improve the business and your Directors are optimistic of future growth and prosperity.
TRANSFER TO RESERVES:
During the year, the company has not transferred any amount to the reserves. The net profit for the financial year 2025-26 amounting to Rs. 3.27 Crores was retained by the company in the Surplus Account.
DIVIDEND:
Based on the Companys performance, the Board of Directors are pleased to recommend a Dividend of 100% to the holders of Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each, i.e. of Rs. 10/- (Rupees Ten Only) per share for the financial year 2026-27 subject to the approval of the Shareholders of the Company in the ensuing 14th 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.
CHANGES IN SHARE CAPITAL:
The Authorized Share Capital of the Company as on 31st March 2026 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 2026 stands at Rs.1,52,35,620/- divided into 6,23,562 Equity Shares of Rs.10/- each aggregating to Rs.62,35,620/- 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 capital, however there is a change in the issued, subscribed and paid-up capital of the company post allotment of 56,687 bonus shares of Rs.10 each on 29.09.2025.
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 2025-26. The Equity Shares of the company are fully dematerialised.
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 31.03.2026 on the Companys website www.kkvagropowers.com, after the same is submitted to the Registrar of Companies.
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.
The Company has not revised its Financial Statement or Boards Report during the financial year.
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 31.03.2026
| Sl. No Name of the Directors | Designation | DIN | Category | Residential Status |
| 1 Mr. Tirupur Kulandavel Chandiran | Managing Director | 00031091 | Executive - Promoter | Resident |
| 2 Mrs. C. Selvi | Wohletime Director | 00032962 | Executive - Promoter | Resident |
| 3 Mr. Ammasi Chandiran Vineethkumar | Director | 06756745 | Non-Executive - Promoter | Resident |
| 4 Mr. Kuthurathulla Usmanali | Independent Director | 07025886 | Non-Executive - Independent | Resident |
| 5 Mr. Bhagavan Mohan | Independent Director | 05255699 | Executive - Independent | Resident |
| 6 Mrs. Baskaran Divya Vikraha | Additional Director | 11552599 | Executive - Promoter | Resident |
| 7 Meenakshisundaram Shankarasubramanian | Additional Director | 11552614 | Non-Executive - Professional | Resident |
Changes in Directors during the financial year 2025-26
In the 13th Annual General Meeting of the company held on 02.09.2025, Mrs. Selvi (DIN: 00032962), 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.
Further, Mr. Varadharaja Nadar Chandrasekaran (DIN: 07276704), Independent Director retired from the Board with effect from 06.09.2025 after serving 2 terms of 5 years and Mr. Kuthurathulla Usmanali was appointed as an independent director in the 13th AGM held on 02.09.2025 for a term of 5 years as approved by the Board of directors and Nomination and remuneration committee in the meeting held on 04.08.2025.
Further, Mr. Meenakshisundaram Shankarasubramanian (DIN: 11552614) who has resigned from the post of Chief executive Officer and Chief Financial Officer with effect from 05.01.2026 and Mrs. Baskaran Divya Vikraha (DIN: 11552599) were appointed as additional directors on the Board with effect from 19.02.2026 on recommendation by the nomination and remuneration committee in its meeting held on 19.02.2026.
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
There were no changes in the Board after the closure of the financial year 2025-26.
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) Managing Director or Chief Executive Officer or Manager and in their absence, a
Whole-time Director
(b) Company Secretary
(c) Chief Financial Officer
The company had the following composition of Key Managerial Personnel as on 31.03.2026:
Key Managerial Personnel (other than Directors) as on 31.03.2026:
| Sl. No. Name of the KMP | Designation | Date of Cessation, if applicable |
| 1 Mrs. Baskaran Divya Vikraha | Chief Financial Officer | - |
| 2 CS Arthi Venugopal | Company Secretary and Compliance Officer | - |
Changes in Key Managerial Personnel during the financial year 2025-26
| Sl. No. Name of the Directors | Designation | Nature of Change | Date of Event |
| 1 CS Kavya Das R | Company Secretary and Compliance Officer | Cessation | 31.10.2025 |
| 2 Mr. Meenakshisundaram Shankarasubramanian | Chief Executive Officer and Chief Financial Officer | Cessation | 05.01.2026 |
| 3 CS Arthi Venugopal | Company Secretary and compliance officer | Appointment | 14.11.2025 |
| 4 Mrs. Baskaran Divya Vikraha | Chief Financial Officer | Appointment | 19.02.2026 |
Except the above, no other changes have occurred in the composition of Board of Directors of the company after the closure of the financial year.
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. are in accordance with the policy of the Company. These elements forms part of the remuneration approved by the shareholders.
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 Arthi Venugopal was appointed as Company Secretary cum Compliance Officer of the company with effect from 14.11.2025 who is holding the position as on date.
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.
During the year, 10 (Ten) Board Meetings were held as per the details provided below:
| Sl. No. Name of the Director | 30.05.2025 | 04.08.2025 | 16.09.2025 | 29.09.2025 | 14.11.2025 | 14.11.2025 | 02.01.2026 | 20.01.2026 | 05.02.2026 | 19.02.2026 |
| 1 Mr. Tirupur Kulandaivel Chandiran | ? | ? | ? | ? | ? | ? | ? | ? | ? | ? |
| 2 Mrs. Selvi | ? | ? | ? | ? | ? | ? | ? | ? | ? | ? |
| 3 Mr. Ammasi Chandiran Vineethkumar | ? | ? | ? | ? | ? | ? | ? | ? | ? | ? |
| 4 Mr. V. N. Chandrasekaran | ? | ? | - | - | - | - | - | - | - | - |
| 5 Mr. Bhagavan Mohan | ? | ? | ? | ? | ? | ? | ? | - | - | - |
| 6 Mr. Kuthurathulla Usmanali | - | - | ? | ? | ? | ? | ? | ? | ? | ? |
| 7 Mr. Meenashisundaram Shankarasubramanian | - | - | - | - | - | - | - | - | - | - |
| 8 Mrs. Baskaran Divya Vikraha | - | - | - | - | - | - | - | - | - | - |
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.
The company has duly constituted an Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013. Since Mr. Varadharaja Nadar Chandrasekaran (DIN: 07276704) retired from the Board and Mr. Kuthurathulla Usmanali (DIN: 07025886) was appointed in his place with effect from 02.09.2025, the Audit Committee was re-constituted with effect from 16.09.2025 as per the table below:
| Sl. No Name of the Member | Designation on the Board of Directors | Position in the Committee |
| 1 Mr. Kuthurathulla Usmanali | Independent Director | Chairperson |
| 2 Mr. Bhagavan Mohan | Independent Director | Member |
| 3 Mr. Tirupur Kulandaivel Chandiran | Managing Director | Member |
During the year, 5 (Five) meetings of the Audit Committee were held on the following dates, and all members of the Committee were present in the meetings:
| Sl. No. Name of the Member | 30.05.2025 | 04.08.2025 | 14.11.2025 | 19.02.2026 | 31.03.2026 |
| 1 Mr. V. N. Chandrasekaran | ? | ? | - | - | - |
| 2 Mr. Bhagavan Mohan | ? | ? | ? | ? | ? |
| 3 Mr. Tirupur Kulandaivel Chandiran | ? | ? | ? | ? | ? |
| 4 Mr. Kuthurathulla Usmanali | - | - | ? | ? | ? |
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.
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. The policy is posted on the website of Company and can be accessed at the following web address: https://kkvagropowers.com/investors/policies/.
The Audit Committee is responsible for overseeing the vigil mechanism. There have been no complaints reported through the mechanism during the financial year.
The company has duly constituted a Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Companies Act, 2013. Since Mr. Varadharaja Nadar Chandrasekaran (DIN: 07276704) retired from the Board and Mr. Kuthurathulla Usmanali (DIN: 07025886) was appointed in his place with effect from 02.09.2025, the committee was re-constituted with effect from 16.09.2025 as per the table below:
| 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. Tirupur Kulandaivel Chandiran | Managing Director | Member |
| 3 Mr. Ammasi Chandiran Vineethkumar | Director (Non-Executive) | Member |
| 4 Mr. Kuthurathulla Usmanali | Independent Director | Member |
During the year, the Nomination and Remuneration Committee met 4 (Four) times, and all members of the Committee were present in the meetings.
| Sl. No. Name of the Member | 04.08.2025 | 14.11.2025 | 20.01.2026 | 19.02.2026 |
| 1 Mr. V. N. Chandrasekaran | ? | - | - | - |
| 2 Mr. Bhagavan Mohan | ? | ? | ? | ? |
| 3 Mr. Tirupur Kulandaivel Chandiran | ? | ? | ? | ? |
| 4 Mr. Kuthurathulla Usmanali | - | ? | ? | ? |
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/policies/
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 2025-26, and the same were placed before the first meeting of the Board of Directors during the financial year held on 29.05.2026.
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 2025-26. Both the independent Directors of the company were present at the meeting which was held on 31.03.2026.
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.
The Company has appointed Mr. Kuthurathulla Usmanali as the independent director of the company in the 13th Annual general meeting of the company held on 02.09.2025 for a term of 5 years.
The Board of Directors are of the opinion that Independent Directors appointed 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.
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.
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 31.03.2026, 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.
The company has received a Short-term Unsecured Loan received from Mr. Ammasi Chandiran Vineethkumar, Director (DIN: 06756745) amounting to Rs.7,31,51,820 (Seven Crore thirty-One lakhs fifty one thousand Eight hundred and twenty only) repayable on demand at an interest rate of 8% per annum.
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.
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/policies/
The Company has not crossed any of the thresholds specified under Section 135 of the Companies Act 2013 for the financial year 2025-26. However, the Company has voluntarily spent Rs.2,44,000 (Two lakhs and forty-Four Thousand Only) towards CSR activities. The Corporate Social Responsibility Committee was voluntarily constituted in compliance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, to formulate policies, indicate the activities / projects and the amount of expenditure to be incurred in relation to the CSR activities 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. Tirupur Kulandaivel Chandiran | Managing Director | Chairperson |
| 2 Mr. Bhagavan Mohan | Independent Director | Member |
| 3 Mr. Ammasi Chandiran Vineethkumar | Director (Non-Executive) | Member |
The Committee met 1 (once) and all members of the Committee were present in the meeting.
| Sl. No. Name of the Member | 30.05.2025 |
| 1. Mr. Tirupur Kulandaivel Chandiran | ? |
| 2. Mr. Bhagavan Mohan | ? |
| 3. Mr. Ammasi Chandiran Vineethkumar | ? |
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/policies/.
The CSR Annual Report for the financial year 2025-26 has been annexed to this report as Annexure II.
In terms of provisions of Section 139 (1) of the Companies Act 2013, M/s. B. Thiagarajan & Co. (Firm Reg. No. 043715), 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 at the Annual General Meeting held on 21st September, 2023.
There were no qualifications, reservations or adverse remarks or disclaimers made in the Independent Auditors 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 2025-26.
The report of the Secretarial Auditors dated 21.08.2026 in Form MR-3 is furnished as Annexure II to this 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 |
| 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. |
| 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 confirms that UPSI was duly recorded in the Structured Digital Database (SDD), except for a few instances where technical issues resulted in delays in capturing the entries. The technical issues have since been rectified, and necessary measures have been taken to ensure timely recording of UPSI going forward. |
| As per Regulation 33 of SEBI (Listing Obligations and disclosure requirements) Regulation, 2015, the financial statement has to be submitted within 30.05.2025. However, the company has submitted on 31.05.2025 which is in delay of 1 day. | The delay of one day in submission of the financial statements was due to an unforeseen technical issue encountered while uploading the financial results on the stock exchange portal. The Board has taken necessary steps to avoid recurrence of such delays and ensure timely compliance going forward. |
| 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. |
| As per Regulation 31(l)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to submit a statement showing the changes exceeding 2% of the total paid-up share capital within 10 days of such change. However, the Company has not submitted the said statement in respect of the Bonus Equity Shares allotted on 29.09.2025, as required under the aforesaid Regulation. | The Board had allotted Bonus Shares on 29th September 2025, resulting in a change exceeding 2% of the paid-up share capital. Tire Company duly submitted the post-allotment application with post- shareholding pattern to NSE and also filed the half-yearly shareholding pattern on 17 October 2025, incorporating the said allotment. The separate statement under Regulation 31(l)(c) was inadvertently not filed within the prescribed timeline. The Board taken serious note of the same and ensures timely compliance in the future. |
The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.
The provisions of section 148 of the Companies Act 2013 relating to maintenance of cost records and conducting of cost audit are not applicable to the company.
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 2025-26 and the same has been reviewed by the Board of Directors in the meeting held on 21.08.2026.
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.
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.
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.
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.
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year as on 31.03.2026 and the date of this Report.
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.
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 | 2025-26 | 2024-25 |
| Complaints pending at the beginning of the year | 00 | 00 |
| Complaints Received during the year | 00 | 00 |
| Disposed during the year | 00 | 00 |
| Remaining unresolved at the end of the year | 00 | 00 |
| Complaints as a % of female employees / workers | 00 | 00 |
| Complaints on POSH upheld | 00 | 00 |
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.
43. 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 31.03.2026.
44. 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.
45. 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(5) 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.
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 utilizing 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:
(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
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 III to this Report.
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 IV forming part of the report.
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.
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.
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.
The key financial ratios of the company for the financial year 2025-26 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.
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.
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.
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.
The company has not issued any Debentures; hence the disclosure is not applicable to the company.
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 2.38 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/policies/.
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.
The company was not required to transfer any amount to the Investor Education and Protection Fund during the financial year 2025-26.
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.
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: 21.08.2026
Place: Coimbatore
G.V. AND ASSOCIATES
Company Secretaries
Partners :
G. Vasudevan, B.Com, LL.B, FCS
L. Bharathi, B.A.(CS), FCS
V. Nithya, B.Com, ACS
N. Srividhya, B.Com, ACS
Coimbatore Office :
G.V. Enclave
18/30, Ramani Street,
K.K. Pudur, Saibaba Colony
(Opp. Road to Saibaba Colony
Hotel Annapoorna Road - 4th Right)
Coimbatore - 641 038.
Chennai Office :
Door No. 52, 1st Floor,
Sundarabhavanam Apartment,
4th Avenue, Ashok Nagar,
Chennai - 600 083.
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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