KN Agri Resources Ltd Directors Report

To

The Members,

KN Agri Resources Limited

Your directors have pleasure in presenting the 38^th Annual Report on the business & operations of the Company together with the Standalone and Consolidated Audited Financial Statement for the year ended March 31, 2025.

1. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY:

(Rs. in Crore)

	STANDALONE		CONSOLIDATED
PARTICULARS
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	1724.85	1699.67	1724.85	1699.67
Other Income	3.85	6.38	3.85	6.38
Total Revenue	1728.70	1706.05	1728.70	1706.05
Profit before Tax (PBT)	49.87	42.11	49.87	42.11
Less: Provision for Taxation
Current Tax	13.10	11.19	13.10	11.19
Deferred Tax	(0.31)	(0.34)	(0.31)	(0.34)
Tax Relating to Prior Years	0.17	-	0.17	-
Profit after Tax (PAT)	36.90	31.26	36.90	31.26
Share of Profit/(Loss) in Associates	NA	NA	0.14	(0.23)
Net Change in Fair Value of Investments	0.84	0.51	0.84	0.51
Net Change in Fair Value of Right of use of assets	0.00	0.00	0.00	0.00
Remeasurement of defined benefit liability	0.00	0.00	0.00	0.00
Income Tax on items that will not be reclassified subsequently to Profit & Loss	(0.05)	(0.13)	(0.05)	(0.13)
Other Comprehensive Income (net of tax)	0.80	0.38	0.80	0.38
Total Comprehensive income for the year	37.70	31.64	37.84	31.42

2. STATE OF AFFAIRS / HIGHLIGHTS:

Standalone:

During the Year under review, Your Company has recorded a turnover of Rs. 1724.85 Crore as compared to Rs 1699.67 Crore. The Company registered the PAT (Profit after Tax) of Rs. 36.90 Crore as compared to Rs 31.26 Crore.

Consolidated:

During the Year under review, Your Company has consolidated turnover of Rs. 1724.85 Crore as compared to Rs 1699.67 Crore during the previous financial year. The Company registered the PAT (Profit after Tax) of Rs. 36.90 Crore as compared to Rs 31.26 Crore during the previous financial year.

3. WEB LINK OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the Financial Year ended March 31, 2025 is uploaded on the website of the Company and can be accessed at https://knagri.com/

4. SHARE CAPITAL:

The paid-up Equity Share Capital of the company as on March 31, 2025 was Rs. 24,99,89,100 divided into 2,49,98,910 equity shares of Rs. 10/- each.

5. NO. OF BOARD MEETINGS:

During the period under review, a total of 10(Ten) Board Meetings were convened and held.

Sr. No.	DATE	NO. OF DIRECTORS PRESENT	Sr. No.	DATE	NO. OF DIRECTORS PRESENT
1.	30.05.2023	6	6.	30.10.2024	4
2.	17.09.2024	3	7.	22.11.2024	3
3.	27.09.2024	4	8.	26.11.2024	3
4.	23.10.2024	6	9.	28.02.2025	6
5.	28.10.2024	4	10.	31.03.2025	4

6. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, no instances of fraud were reported by the auditors of the company, in their respective audit reports, pursuant to Section 143(12) of the Companies Act, 2013.

7. AUDITORS REPORT:

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any future comments.

8. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year i.e. 31st March, 2025, to which the Financial Statements relate and the date of the report.

9. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of section 149, 152 and other applicable provisions of the Companies Act, 2013. Mr. Vijay Shrishrimal, Director of the Company retires by rotation at the forthcoming annual general meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the members of the Company at the forthcoming annual general meeting.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future except for a notice issued in this year by NSE w.r.t. submission of Audited Consolidated Results (FY24) within 60 days of end of financial year instead of Audited Standalone Results (FY24) as submitted by the company within the time limit.

11. RELATED PARTY TRANSACTIONS:

All contracts & arrangements with related parties entered by the Company during the Financial

Year, were in the ordinary course of Business and on arms length basis and were in compliance with the Section 188 and other applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015]. Details of related party transactions entered by the Company during the year 2024-25, in terms of Ind AS have been disclosed in the financial statements forming part of this Annual Report.

12. SECRETARIAL STANDARDS:

The Board has ensured the compliances with the provisions of the applicable Secretarial Standards to the best of their knowledge.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186

OF THE COMPANIES ACT, 2013:

The particulars of investments made and loans granted by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming part of the Annual Report. Further, your Company has not extended corporate guarantee on behalf of any other Company, during the year under review.

14. RESERVE & SURPLUS:

The Board has proposed to retain the surplus earned during the year, hence, the company has not transferred any amount to the General Reserves Account during the Financial Year 2024-25.

15. DIVIDEND:

In view of growth plans, your directors do not recommend any dividend for the Financial Year under review.

SEBI under Regulation 43A of the SEBI (LODR) Regulations, 2015 requires top 1000 listed companies based on market capitalization to formulate a Dividend distribution Policy.

During the year under review, The Company did not fall under the abovementioned category, accordingly, the requirement relating to Dividend Distribution Policy under the SEBI (LODR) Regulations, 2015 does not arise.

16. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure 1.

17. RISK MANAGEMENT:

The Company has devised and implemented mechanism for risk management. The Company has laid down a comprehensive Risk assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it.

18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

a)	Number of complaints of Sexual Harassment received in the Year	Nil
b)	Number of Complaints disposed off during the year	Nil
c)	Number of cases pending for more than ninety days	Nil

19. CHANGES IN STATUS OF SUBSIDIARY, ASSOCIATE COMPANIES AND JOINT VENTURES:

During the year under review, a wholly-owned subsidiary and a subsidiary of KN Agri Resources Limited namely, KN Retail Private Limited and Sharaad KN Bio-Organics Private Limited were incorporated on June 28, 2024, and January 08, 2025, respectively, to undertake various trading activities.

Apart from the above, as of March 31, 2025, the Company has two associate companies. In accordance with the Companies (Accounts) Rules, 2014, the Company is required to prepare Consolidated Financial Statements for the financial year 2024 25, covering these subsidiaries and associate companies. Furthermore, a statement containing the salient features of the financial statements of the subsidiaries and associate companies, in the prescribed format AOC-1, is appended to this Boards Report as Annexure 2.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial control with reference to financial statements and such controls were tested and no reportable material weakness in the design or operation was noticed. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

21. AUDITORS:

STATUTORY AUDITORS:

Pursuant to provisions of section 139 of the Companies Act 2013 and rules framed there under, M/s. Pukhraj & Associates, Chartered Accountants, (FRN: 002013C), were appointed as the Statutory Auditors of the Company from the conclusion of 37^th (Thirty Seventh) Annual General Meeting held on 30th November, 2024 until the conclusion of the 42^nd (Forty Second) Annual General Meeting, for the period of five consecutive years.

SECRETARIAL AUDITORS:

The Board of Directors has appointed M/s Amit Sharma & Associates, Practicing Company Secretaries (CP No. 15315) as Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to undertake secretarial audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report for the financial year ended 31st March, 2025 under Act, read with Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure- 3 to this report.

COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Amendment Rules 2014 M/s Sanat Joshi & Associates were appointed as cost auditors of the Company for conducting Cost Audit for the Financial Year under review.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 (1) of the Companies Act, 2013 and Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors of your Company has appointed Mr. Sanjay Singhal, Chartered Accountant (FRN No.: 074063) as the internal auditor of the company for the FY 2024-25.

22. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act 2013, your Directors state that

a) In the preparation of Annual Accounts, the mandatory Accounting Standards have been followed along with proper explanation relating to material departures. b) Proper Accounting policies have been selected and applied consistently; and, the judgments and estimates that are made are reasonable and prudent so as give a true and fair view of the state of affairs of the company as on March 31, 2025 and of the Profit of the Company for that period. c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the Companies Act, 2013, for safeguarding the assets of the company and preventing and detecting fraud and other irregularities. d) The Annual Accounts have been prepared on a going concern basis. 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 have established and implemented adequate internal financial controls.

23. DEPOSIT:

The Company has not invited /accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

24. CORPORATE SOCIAL RESPONSIBILITY:

I. Corporate Social Responsibility Committee

The detailed composition of the members of the Corporate Social Responsibility Committee at present is given below:

NAME	DESIGNATION
Mr. Vijay Shrishrimal	Chairman (Executive Director)
Mr. Sanjay Shrishrimal	Member (Executive Director)
Mr. Dhirendra Shrishrimal	Member (Executive Director)
Ms. Deeptimayee Vidushi	Member (Independent Non-Executive Director)

The Committee met two times during the year 2024-25 and the attendance of the members at these meetings was as follows:

		Attendance at the CSR committee
NAME	DESIGNATION	27.01.2025	meetings 03.03.2025
Mr. Vijay Shrishrimal	Chairman	Present	Present
Mr. Sanjay Shrishrimal	Member	Present	Present
Mr. Dhirendra Shrishrimal	Member	Present	Present
Ms. Deeptimayee Vidushi	Member	Present	Present

II. CSR Committees Responsibility Statement:

CSR Committees hereby states that the implementation and monitoring of CSR activities, is in compliance with CSR objectives and Policy of the Company.

III. Disclosure under Corporate Social Responsibility:

The Board of Directors has constituted a CSR Committee comprising of four directors. The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure "4" of this report in the format prescribed in the companies (Corporate Social Responsibility Policy) Rules, 2014.

That the company has disbursed/ transferred the CSR funds as per the statutory obligations laid down in section 135 of the Act during the period under review.

25. MAINTENANCE OF COST RECORDS:

The Company maintains necessary cost records as specified by the Central Government under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

26. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company in accordance with the provisions of section 149 (7) of the Companies act, 2013 regarding meeting the criteria of Independence laid down under section 149 (6) of the Companies Act 2013 and the rules made thereunder.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors have established ‘Whistle Blower Policy and ‘Code of Conduct for the directors & employees of the Company as required under the provisions of Sec. 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014.

28. PARTICULARS OF EMPLOYEES:

The Statement containing the names and other particulars of the employees of the company as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended to this Board Report as Annexure 5.

29. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In terms of the Regulation 34(2)(e), and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report forms the part of this Board Report as Annexure 6.

30. CORPORATE GOVERNANCE:

The disclosure requirements as required under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, are not applicable to the Company pursuant to Regulation 15(2), since the company is listed on the SME Exchange.

31. ANNUAL EVALUATION OF BOARD, ETC.

The Nomination and Remuneration Committee has formulated criteria for evaluation of the performance of the each of the directors of the Company. On the basis of said criteria, the Board and all its committees and directors have been evaluated by the Board of the Directors and Independent Directors of the Company.

32. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE 2016:

There are no applications made during the financial year 2024-25 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

33. DETAILS OF DIFFERENCES 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:

Your company has not made any one-time settlement with any of its lenders.

34. MATERNITY BENEFIT:

Your Company 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.

35. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

During the year, there is no change in Registered office of the Company.

36. CHANGE IN NATURE OF BUSINESS:

During the year, Company has not changed its nature of business.

37. CREDIT RATING:

During the Financial year 2024-25, CRISIL Ratings Limited, Credit Rating Agency, has given rating on the Bank Loan facilities of the Company on 10.06.2024 as follows:

Long Term Rating: CRISIL BBB+/Stable (Downgraded from CRISIL A-/Stable) Short Term Rating: CRISIL A2 (Reassigned)

As per CRISIL, this rating downgrade was on the basis of Audited Financials of FY24 wherein turnover of the company came down substantially. We pointed out to CRISIL that even though the operations of the company had increased substantially, the turnover of the company had come down due to fall in commodity rates.

38. BUSINESS RESPONSIBILITY REPORT (BRR):

The Business Responsibility Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, is not applicable on the company for the Financial Year ended March 31, 2025.

39. PREVENTION OF INSIDER TRADING:

The Code of Conduct for Prevention of Insider Trading - 2019, as approved by the Board, inter alia, prohibits trading in the securities of the Company by the Directors and employees while in possession of unpublished price sensitive information in relation to the Company.

40. INDUSTRIAL RELATIONS:

The company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the efficient services rendered by the employees of the company.

41. ACKNOWLEDGEMENTS

The directors place on record their sincere appreciation for the assistance and co-operation extended by Banks, Employees, Investors and all other associates and look forward to continue fruitful association with all the business partners of the company.

	For and on Behalf of Board of Directors,
		KN Agri Resources Limited
Date: 01.09.2025	Vijay Shrishrimal	Dhirendra Shrishrimal
Place: Raipur	Chairman & Managing Director	Whole-time Director & CFO
	DIN: 00323316	DIN: 00324169