KN Agri Resources Ltd Directors Report

To

The Members,

KN Agri Resources Limited

Your Directors have pleasure in presenting the 37^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, 2024.

1. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY:

PARTICULARS	STANDALONE		CONSOLIDATED
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	1699.67	2236.15	1699.67	2236.15
Other Income	6.38	1.61	6.38	1.61
Total Revenue	1706.05	2237.76	1706.05	2237.76
Profit before Tax (PBT)	42.11	40.03	42.11	40.03
Less: Provision for Taxation
Current Tax	11.19	11.07	11.19	11.07
Deferred Tax	(0.34)	(0.42)	(0.34)	(0.42)
Profit after Tax (PAT)	31.26	29.37	31.26	29.37
Share of Profit/(Loss) in Associates	NA	NA	(0.23)	(2.29)
Net Change in Fair Value of Investments	0.51	0.41	0.51	0.41
Net Change in Fair Value of Right of use of assets Remeasurement of defined benefit liability	0.00 0.00	0.00 0.00	0.00 0.00	0.00 0.00
Income Tax on items that will not be reclassified subsequently to Profit & Loss	(0.13)	(0.10)	(0.13)	(0.10)
Other Comprehensive Income (net of tax)	0.38	0.30	0.38	0.30
Total Comprehensive income for the year	31.64	29.67	31.42	27.39

2. REVIEW OF PERFORMANCE:

Standalone:

During the Year under review, Your Company has recorded a turnover of Rs. 1699.67Crore. The Company registered the PAT (Profit after Tax) of Rs. 31.26 Crore as compared to Rs 29.37 Crore.

Consolidated:

During the Year under review, Your Company has consolidated turnover of Rs. 1699.67 Crore. The Company registered the PAT (Profit after Tax) of Rs 31.26 Crore as compared to Rs 29.37 Crore.

3. SHARE CAPITAL:

The paid up Equity Share Capital of the company as on March 31, 2024 was Rs. 24,99,89,100 divided into 2,49,98,910 equity shares of Rs. 10/- each.

4. 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 2023-24.

5. DIVIDEND:

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

6. 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.

7. 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, 2024, to which the Financial Statements relate and the date of the report.

8. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

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

9. CHANGE IN NATURE OF BUSINESS:

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

10. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Akshat Sharma has resigned as a Company Secretary of the Company with effect from August 18, 2023.The Board of Directors of the company appreciates the invaluable services rendered by him during his tenure.

Consequently, Ms. NeelamWadhwani has been appointed as Company Secretary of the Company in the Board Meeting Held on August 31, 2023.

In accordance with the provisions of section 149, 152 and other applicable provisions of the Companies Act, 2013. Mr. Dhirendra 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.

11. 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.

12. NO. OF BOARD MEETINGS:

During the period under review, a total of 14(Fourteen) Board Meetings were convened and held.

Sr. No.	DATE	NO. OF DIRECTORS PRESENT	Sr. No.	DATE	NO. OF DIRECTORS PRESENT
1.	25.04.2023	6	8.	14.09.2023	6
2.	27.04.2023	5	9.	25.10.2023	6
3.	30.05.2023	6	10.	30.10.2023	6
4.	07.07.2023	5	11.	08.11.2023	6
5.	09.08.2023	6	12.	13.12.2023	6
6.	18.08.2023	5	13.	04.03.2024	6
7.	31.08.2023	6	14.	31.03.2024	5

13. STATUTORY AUDITORS:

Pursuant to provisions of section 139 of the Companies Act 2013 and rules framed there under, M/s N. Kumar & Co.,Chartered Accountants, (FRN: 004110C), were appointed as the Statutory Auditors of the Company from the conclusion of 32^nd (Thirty Second) Annual General Meeting held on 30th September, 2019 till the conclusion of the 37^th(Thirty Seventh) Annual General Meeting, for the period of five consecutive years.

In continuation of its term of appointment, the said Audit Firm conducted the Statutory Audit of the Company for the financial year ended March 31, 2024.The above term of 5 years is expiring upon conclusion of ensuing AGM.

Accordingly, based on the recommendations of the Audit Committee, the Board of Directors has recommended the appointment of M/s. Pukhraj & Associates, as Statutory Auditors of the Company, for a term of 5 consecutive years, to hold office from the conclusion of 37th AGM till the conclusion of 42th AGM to be held in the calendar year 2029. M/s. Pukhraj & Associates, have confirmed their willingness andeligibility to the effect thattheir appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

Under Section 139 and 141 of the Act and Rules framed there under, M/s. Pukhraj & Associates confirmed that they are not disqualified from appointment as Statutory Auditors of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

14. COST AUDITOR & AUDIT REPORT:

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.

15. SECRETARIAL AUDIT REPORT:

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 2023-24.

The Secretarial Audit Report for the financial year ended 31st March, 2024 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- 1 to this report.

16. 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 2023-24.

17. 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 Five times during the year 2023-24and the attendance of the members at these meetings was as follows:

			Attendance at the CSR committee meetings
NAME	DESIGNATION</b>	10.04.2023	08.05.2023	31.05.2023	18.08.2023	31.03.2024
Mr. Vijay Shrishrimal	Chairman	Present	Present	Present	Present	Present
Mr. Sanjay Shrishrimal	Member	Present	Present	Present	Present	Present
Mr. Dhirendra Shrishrimal	Member	Present	Present	Present	Present	-
Ms. Deeptimayee Vidushi	Member	Present	-	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 "2"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.

18. CHANGES IN STATUS OF SUBSIDIARY, ASSOCIATE COMPANIES AND JOINT VENTURES: have any ‘subsidiary company and ‘joint venture. Subject to Companies (Accounts) Rules, 2014, As on March 31, 2024, the company has two ‘associate company. Further the company does not the Company is required to prepare Consolidated Financial Statements for the financial year 2023-24 in respect of Associate Company. Further a statement containing salient features of financial Statement of Associate Company in prescribed format AOC-1 is appended to this Board Report as Annexure 3.

19. 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 4.

20. 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.

21. 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.

22. 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.

23. 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.

24. REPORTING OF FRAUDSBY 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.

25. 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.

26. 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.

27. EXTRACT 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, 2024 is uploaded on the website of the Company and can be accessed athttps://knagri.com/

28. 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 basisand 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 2023-24, in terms of Ind AS have been disclosed in the financial statements forming part of this Annual Report.

29. 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.

30. 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. The Company has not received any complaints during the year 2023-24.

31. 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.

32. 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 6.

33. 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.

34. CREDIT RATING:

During the Financial year 2023-24, CRISIL Ratings Limited, Credit Rating Agency, has given rating on the Bank Loan facilities of the Company on 19.04.2023 as follows:

Long Term Rating: CRISIL A-/Stable (Upgraded from CRISIL BBB+ / Positive)

35. SECRETARIAL STANDARDS:

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

36. 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, 2024.

37. 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.

38. 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.

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

INSOLVENCY AND BANKRUPTCY CODE 2016:

There are no applications made during the financial year 2023-24 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

40. 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.

41. 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 followedalong 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 onMarch 31, 2024 and of the Profitof 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.

42. 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.

43. 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: 30.10.2024	Vijay Shrishrimal	Dhirendra Shrishrimal
Place: Raipur	Chairman & Managing Director	Whole-time Director & CFO
	DIN: 00323316	DIN: 00324169