KKV Agro Powers Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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

1. FINANCIAL HIGHLIGHTS AND REVIEW OF PERFORMANCE:

(Rs. in Lakhs)

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

Financial Performance of the Company:

During the year 2024-25, the Company has earned income of Rs. 96,222.95 Lakhs
compared to Rs. 1,55,477.74 Lakhs during the previous year. After providing for

expenditure and tax the Company has earned a Net profit of Rs. 1.69 crores compared
to a Net profit of Rs. 27.00 Lakhs in the previous year 2023-24.

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

2. CHANGE IN NATURE OF BUSINESS

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

3. STATE OF AFFAIRS AND BUSINESS REVIEW

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

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

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

4. TRANSFER TO RESERVES:

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

5. DIVIDEND:

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

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

6. CHANGES IN SHARE CAPITAL:

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

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

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

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

7. LISTING WITH STOCK EXCHANGES:

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

8. WEB ADDRESS OF ANNUAL RETURN:

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

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

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

10. REVISION OF FINANCIAL STATEMENTS

The Company has not revised its Financial Statement or Board''s 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 Company''s growth. During the year, all the Directors were
resident in India.

Composition of Board of Directors as on 31.03.2025

Sl. No	Name of the Directors	Designation	DIN	Category	Residential Status
1	Mr. T. K. Chandiran	Managing Director	00031091	Executive - Promoter	Resident
2	Mrs. C. Selvi	Wholetime Director	00032962	Executive - Promoter	Resident
3	Mr. A.C. Vineethkumar	Director	06756745	Non-Executive - Promoter	Resident

4	Mr. V. N. Chandrasekaran	Independent Director	07276704	Non-Executive - Independent	Resident
5	Mr. B. Mohan	Independent Director	05255699	Non-Executive - Independent	Resident

Changes in Directors during the financial year 2024-25

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

Mr. T. K. Chandiran (DIN: 00031091), Managing Director and Mrs. Selvi (DIN:
00032962), Wholetime Director were appointed to their respective positions on
03.04.2021 in the 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, had considered and approved their
re-appointments with effect from 03.04.2024. The reappointments were approved by
the shareholders in the 12^th Annual General Meeting of the company held on
18.09.2024.

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

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

Change in Directors after the close of financial year

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

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

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

The appointment of Mr. Kuthurathulla Usmanali (DIN: 07025886) to the Board as
Non-Executive Independent Director of the Company has been proposed with effect
from 02.09.2025, recommended by the Nomination and Remuneration Committee,
and approved by the Board of Directors, in their meeting held on 04.08.2025. The
appointment is now placed before the shareholders for their approval in the 13^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
31.03.2025:

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

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

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

Sl.	Name of the	Designation	Nature of	Date of
No	Directors		Change	Event
1	CS Paranivelan Paramasivam	Company Secretary	Cessation	31.05.2024

2	Meenakshisundaram Shankarasubramanian	Chief Financial Officer	Appointment	29.05.2024
3	CS Kavya Das R	Company Secretary	Appointment	20.07.2024

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

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

13. COMPLIANCE OFFICER

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

14. SHARE TRANSFER AGENT

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

15. BOARD MEETINGS AND ATTENDANCE:

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

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

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

16. AUDIT COMMITTEE AND MEETINGS:

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

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

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

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

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

17. VIGIL MECHANISM:

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

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

18. NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

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

19. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Committee has formulated a Policy for the remuneration of the Directors, key
managerial personnel and other employees, and the criteria for determining
qualifications, positive attributes and independence of a director.

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

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

20. STAKEHOLDER RELATIONSHIP COMMITTEE:

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

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

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

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

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

21. REAPPOINTMENT OF INDEPENDENT DIRECTORS

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

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

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

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

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

22. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

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

23. MEETING OF INDEPENDENT DIRECTORS

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

The said meeting of Independent Directors:

(i) reviewed the performance of non-independent Directors and the Board as a
whole;

(ii) reviewed the performance of the Chairperson of the company, and

(iii) assessed the quality, quantity and timeliness of flow of information between the
company management and the Board.

24. STATEMENT ON INTEGRITY, EXPERTISE AND EXPERIENCE OF
INDEPENDENT DIRECTORS:

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

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

25. STATEMENT ON PERFORMANCE EVALUATION OF BOARD

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

26. DEPOSITS:

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

deposits or payment of interest thereon during the year, and there are no deposits
which are not in compliance with the requirements of Chapter V of the Act.

27. MONEY RECEIVED FROM DIRECTOR OR RELATIVE OF DIRECTOR

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

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

28. PARTICULARS OF LOANS OR INVESTMENTS UNDER SECTION 186

The Company has not given any loans or guarantee or provided any security, or made
any investments in other entities within the meaning of the provisions of Section 186
of the Companies Act, 2013.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

All transactions with Related Parties are at arm''s 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 Company''s website at the following address:

http://kkvagropowers.com/ investors/ polices/

30. CORPORATE SOCIAL RESPONSIBILITY:

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

(a) constitute a Corporate Social Responsibility Committee of the Board,

(b) formulate a Corporate Social Responsibility Policy, and

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

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

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

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

31. STATUTORY AUDITORS:

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

32. EXPLANATIONS FOR THE REMARKS IN THE INDEPENDENT
AUDITOR''S REPORT:

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

33. SECRETARIAL AUDIT AND REPORT:

As per the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors have appointed M/s. G. V. and Associates, Practising Company

Secretaries (ICSI Unique code-P2004TN081200)_/ Coimbatore to conduct the Secretarial
Audit for the Financial Year 2024-25.

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

34. EXPLANATIONS FOR THE REMARKS IN THE SECRETARIAL AUDITOR''S
REPORT:

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

Comments /remarks /Observations by the Secretarial Auditor

Explanation from the Board of Directors

As per Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is required to publish an advertisement in both English and vernacular (Tamil) newspapers immediately upon the completion of dispatch of notices for the Annual General Meeting (AGM), and at least 21 days before the date of the AGM. However, the Company published only an abridged version of the notice in a Tamil newspaper in English instead of Tamil on 29.08.2024 for the Annual General Meeting held on 18.09.2024. Additionally, the Company failed to publish the notice in an English newspaper, and the Tamil publication did not comply with the minimum 21-day requirement. This is a non-compliance with Rule 20(f) of the Companies (Management and Administration) Rules, 2014.

The company will ensure that two separate advertisements are published in vernacular and English newspapers in compliance with the regulations in future, within the prescribed timelines.

The website disclosures were not made in accordance with the provisions of the Companies Act, 2013, and Regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.	Board has taken serious note of the observation and shall duly comply with the same.
The Company has been advised to obtain an International Securities Identification Number (ISIN) for its Preference Shares.	Board has taken serious note of the observation and shall duly comply with the same.
As per Regulation 3 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, read with NSE Circular No. NSE/CML/25 dated 29.03.2023, the Company is required to submit the quarterly Structured Digital Database Compliance Certificate for the quarter ended 30.06.2024 by 21.07.2024. However, the Company submitted the certificate on 19.08.2024, resulting in a delay.	The company did not have a Compliance Officer during the period from 31.05.2024 to 20.07.2024, resulting in delays in updating the software and submitting the certificate. The company has taken necessary steps to avoid such delays in future.
The Company has few delays in capturing Unpublished Price Sensitive Information (UPSI) in the Structured Digital Database software, as required under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015	The company did not have a Compliance Officer during the period from 31.05.2024 to 20.07.2024. Further, company faced several technical issues in maintaining the software during the year, resulting in delays in capturing the events in the SDD software. The company has taken necessary steps to avoid such delays in future.

As per Regulation 29(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed entity is required to provide prior intimation of at least five days (excluding the date of intimation and the date of the meeting) to the stock exchange regarding Board meetings where financial results are to be considered and interim dividends declared. The Company initially intimated the National Stock Exchange on 07.11.2024 about a Board meeting scheduled for 15.11.2024 to consider and approve the unaudited financial results for the half year ended 30.09.2024 and to declare an interim dividend. However, the Company subsequently issued a revised intimation on 12.11.2024, advancing the meeting date to 14.11.2024 without providing any reason for the change. Consequently, the revised notice period was effectively only one day, which constitutes non-compliance with Regulation 29(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The company had initially scheduled the Board meeting for declaration of half-yearly financial results on 15.11.2024, falling beyond the 45 days'' timeline prescribed for declaring the financial results. Upon realizing the miscalculation of days, the company quickly rectified the same by advancing the meeting to 14.11.2024 and submitting revised intimation about the changed Board meeting date. The company regrets the non-compliance with the required period for prior intimation and has taken steps to ensure that the same does not occur in future.

As per Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailed reason along with the resignation letter must be submitted within 7 days from the date of resignation of the Company Secretary. The Company Secretary resigned on 31.05.2024; however, the Company submitted the relevant documents to the Stock Exchange only on 10.10.2024, resulting in a delay.

The Board has taken note of the observation and has taken necessary steps to avoid delays in future.

As per Regulation 40(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to submit the Share Transfer Audit Certificate to the Stock Exchange simultaneously upon receipt of the certificate from the Practicing Company Secretary under Regulation 40(9). The Company received the certificate under Regulation 40(9) on 10.04.2024 but submitted the same to the Stock Exchange on 18.04.2024 and 22.04.2024, resulting in a delay

The Board has taken note of the observation and has taken necessary steps to avoid delays in future.

As per Regulation 45 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has been advised to change its name to reflect the business activity that contributes at least 50% of its total revenue

The Board has taken note of the observation and shall consider the same.

35. REPORTING OF FRAUD:

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

36. COST AUDITOR AND MAINTENANCE OF COST RECORDS:

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

37. INTERNAL AUDITORS:

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

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

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

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

38. COMPLIANCE OF SECRETARIAL STANDARDS:

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

39. RISK MANAGEMENT POLICY:

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

40. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company''s 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
organisation''s 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 Company''s internal control environment and monitors the
implementation of audit recommendations, including those relating to strengthening
of the Company''s risk management policies and systems. The ultimate objective
being, a Zero Surprise, Risk Controlled Organization.

41. MATERIAL CHANGES:

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

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

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

43. PREVENTION OF SEXUAL HARASSMENT AT THE WORK PLACE:

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

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

44. COMPLIANCE WITH MATERNITY BENEFIT REGULATIONS

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

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

45. INSOLVENCY PROCEEDINGS:

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

46. VALUATION:

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

47. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the company at the end of the financial
year and of profit of the company for that period;

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

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

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

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

48. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

A. Conservation of energy:

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

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

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

B. Technology absorption:

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

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

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

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

a. the details of technology imported: NIL

b. the year of import: NA

c. whether the technology been fully absorbed: NA

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

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

C. Foreign exchange earnings and Outgo:

Foreign exchange earnings : NIL
Foreign exchange outgo : NIL

49. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

50. PARTICULARS OF EMPLOYEES AND REMUNERATION

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

51. SCHEMES FOR PURCHASE OF OWN SHARES BY EMPLOYEES

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

52. SHARES WITH DIFFERENTIAL VOTING RIGHTS

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

53. SWEAT EQUITY SHARES

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

54. ANALYSIS OF KEY FINANCIAL RATIOS

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

55. CORPORATE GOVERNANCE:

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

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

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

Sl. No.	Particulars	Details
1.	All elements of remuneration package such as	Salary as prescribed in the
	salary, benefits, bonuses, stock options,	Explanatory Statement to the
	pension, etc., of all the directors	Notice. No other benefits.
2.	Details of fixed component. and performance linked incentives along with the performance criteria	Only fixed component.

3.	Service contracts, notice period, severance fees; and	NA
4.	Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable	NA

56. AGREEMENTS BINDING THE LISTED ENTITY

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

57. VARIATIONS IN THE USE OF PROCEEDS

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

58. DEBENTURE TRUSTEE

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

59. RELATED PARTY DISCLOSURES

The related party disclosures pursuant to Regulation 53(1)(f) read with Para A of
Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the applicable accounting standards,
are made in Note 2.39 of the Notes to the Audited Financial Statements. The Company
has also adopted the policy on Materiality and Dealing with Related Party Transaction

which is available on the website of the Company at the following web address:
http://kkvagropowers.com/ investors/ polices/.

60. SHARES IN SUSPENSE ACCOUNT

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

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

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

62. DEPOSITORY SYSTEM:

As the Members are aware, your Company''s 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 Company''s
Equity shares is INE239T01016.

63. INSIDER TRADING REGULATIONS:

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

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

securities of the Company at the time when there is unpublished price sensitive
information.

ACKNOWLEDGEMENT:

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

For and on behalf of the Board of Directors
KKV Agro Powers Limited

Tirupur Kulandaivel Chandiran (DIN: 00031091)

Chairperson and Managing Director

Date: 11.08.2024
Place: Coimbatore

---

Mar 31, 2024

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 2023-24	Previous Year 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 Company''s 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 Company''s 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 Board''s 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 Company''s 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
1	Mr. Meenakshisundaram Shankara Subramanian	Chief Executive Officer	-
2	CS 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.

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 Company''s 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 nonindependent 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 selfassessment 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 arm''s 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 Company''s 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 202324 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 AUDITOR''S REPORT:

There were no qualifications, reservations or adverse remarks or disclaimers made in the Statutory Auditor''s report. The clarification for the comments in the Report are given below:

Comments /remarks /Observations by the Statutory Auditor	Explanation from the 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 AUDITOR''S 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	The Company uses renewable energy for all the business

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.	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 noncompliance 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	The company has submitted the Share Transfer Audit Certificate with delay. The management has taken necessary steps to ensure timely compliance in future.

under Regulation 40(9) of SEBI LODR on 08.04.2023 but the same was submitted to Stock Exchange on 19.04.2023.
(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 Company''s 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 organisation''s 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 Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s 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 Company''s 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 ANDFOREIGN 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 Company''s 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 Company''s 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 Company''s 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.

---

Mar 31, 2023

Your Directors have pleasure in presenting the 11^th Annual Report of your Company together with the Audited Financial Statement for the Financial Year ended 31^st March, 2023.

1. FINANCIAL RESULTS:

Particulars	Current Year 2022-23	Previous Year 2021-22
Income from Operations	1,23,674.38	44,752.63
Gross Receipts (including other Income)	1,23,751.33	44,763.97
Less: Total Expenditure including interest	1,23,526.61	44,561.82
Profit/(Loss) before taxation for the year	224.72	202.15
Less: Current tax Expenses	35.96	40.82
Less: Deferred Tax Liability/Asset	64.36	42.25
Less: Earlier years	5.16	0.00
Profit/(Loss) after taxation for the year	119.24	119.08

2. OPERATIONS

As on 31^st March 2023, the operating capacity of the Company was 11 MW, consisting of 3.4 MW of Solar plants and 7.6 MW of Wind plants.

There was no change in the nature of business of the Company during the financial year ended 31^st March 2023.

3. PERFORMANCE OF THE COMPANY:

During the year, the Company has earned income of Rs. 1,23,751.33 Lakhs (Previous year Rs. 44,763.97 Lakhs). After providing for expenditure and tax the Company has earned Net profit of Rs. 119.24 Lakhs (Previous year company earned Net profit of Rs. 119.08 Lakhs).

4. DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

The company does not have any holding, subsidiary, associate or joint venture company.

5. 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".

6. DIVIDEND:

Based on the Company''s performance, the Board of Directors are pleased to recommend a Dividend of Rs.10.00/- per Equity Share (i.e. 100%) for the Financial Year 2022-2023 subject to the approval of the Shareholders of the Company at the 11th Annual General Meeting AGM. The Board of Directors has also approved a Dividend of 3% on the Redeemable Cumulative Preference Shares.

7. TRANSFER TO RESERVES:

The Company has transferred amounting to Rs.88.20 Lakhs to reserves & surplus during the year.

8. BUSINESS REVIEW:

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

9. SHARE CAPITAL:

The Authorized Share Capital of the Company as on March 31,2023 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 Paid up Share Capital of the Company as on March 31,2023 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/-.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company has an optimum combination of Executive and Non-Executive Directors. 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 Company''s growth.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Selvi (DIN: 00032962), Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment.

Mr. FerozKhan.A (Membership No: F8267) was appointed as Company Secretary and Compliance Officer of the Company at the Board Meeting held on 16.06.2023.

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.

11. STATUTORY AUDITORS:

In terms of provisions of Section 139 (1) of the Companies Act 2013, M/s. VKS Aiyer & Co. (Firm Reg. No. 000066S), have been appointed as a Statutory Auditors of the Company for a term of 5 years at the Annual General Meeting held on 14.09.2018 to audit the account of the Company from 01.04.2018 to 31.03.2023.

Period of 5 years ends on financial year ending 31^st March 2023. Hence the Board of Directors recommended the shareholders for the appointment of M/s. B. Thiagarajan & Co. (Firm Reg. No. 04371S), Chartered Accountants as Statutory Auditor of the Company for a period of five year from the conclusion of the 11^th Annual General Meeting till the conclusion of the 16^th Annual General Meeting and fix his remuneration.

12. DEPOSIT:

During the year, the Company has not accepted any Deposits within the meaning of the provisions of Section 2 (31) of the Companies Act, 2013.

13. MONEY RECEIVED FROM DIRECTOR OR RELATIVE OF DIRECTOR

During the year, the Company has not obtained any amount from any of the Directors of the Company during the Financial Year 2022-2023.

14. 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 31.03.2023 on the Company''s website www.kkvagropowers.com..

15. BOARD MEETINGS AND ATTENDANCE:

During the year, (5) Board Meetings were held as per the details provided below:

ATTENDANCE OF BOARD OF DIRECTORS:

S.	Name of the Directors	No. of Meetings	No. of meetings
No		entitled to attend	attended
1	Mr. T. K. Chandiran	5	5
2	Mrs. C. Selvi	5	5
3	Mr. A.C. Vineethkumar	5	5
4	Mr. V. Chandrasekaran	5	5
5	Mr. B. Mohan	5	5

16. AUDIT COMMITTEE:

The Composition of Audit Committee are as follows:

1. Mr. B.Mohan - Chairman

2. Mr. T.K. Chandiran - Member

3. Mr. V.Chandrasekaran - Member

During the year, (5) Audit Committee Meetings were held as per the details provided below:

S.No	Date of AuditCommitteeMeetings	No. of members entitled to attend the Meeting	No. of members attended the Meeting
1	02.05.2022	3	3
2	26.05.2022	3	3

3	19.08.2022	3	3
4	12.11.2022	3	3
5	08.03.2023	3	3

ATTENDANCE OF AUDIT COMMITTEE MEMBERS:

S. No	Name of the Committee Members	No. of Meetings entitled to attend	No. of meetings attended
1	Mr. B.Mohan	5	5
2	Mr. T.K. Chandiran	5	5
3	Mr. V.Chandrasekaran	5	5

17. NOMINATION AND REMUNERATION COMMITTEE:

The Composition of Nomination and Remuneration Committee are as follows:

1. Mr. B.Mohan - Chairman

2. Mr. V.Chandrasekaran - Member

3. Mr. A.C. VineethKumar - Member

4. Mr. T.K. Chandiran - Member

During the year, 1 Nomination and Remuneration Committee Meeting was held as per the details provided below:

S.No	Date of Nomination and Remuneration CommitteeMeetings	No. of members entitled to attend the Meeting	No. of members attended the Meeting
1	26.05.2022	4	3

ATTENDANCE OF NOMINATION AND REMUNERATION COMMITTEE MEMBERS:

S. No	Name of the Committee Members	No. of Meetings entitled to attend	No. of meetings attended
1	Mr. B.Mohan	1	1
2	Mr. V.Chandrasekaran	1	1
3	Mr. A.C. VineethKumar	1	1
4	Mr. T.K. Chandiran	1	0

18. 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.

19. PARTICULARS OF LOANS OR INVESTMENTS BY THE COMPANY:

During the Year, the company has not made any investment in Company, Partnership Firm etc. However, the Company has not given any loan or guarantee or provided any security within the meaning of the provisions of Section 186 of the Companies Act, 2013.

20. 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 equipments: 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) : NM

(a) the details of technology imported: Nil

(b) the year of import: Nil

(c) whether the technology been fully absorbed: Nil

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil

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

C) Foreign exchange earnings and Outgo:

Foreign exchange earnings : Nil Foreign exchange outgo : Nil

21. PERFORMANCE EVALUATION:

The evaluation of all the Directors and the Board as whole was conducted based in the criteria and framework adopted by the Board.

The company presents below the table with reference to the ratios and for the year 2023 in comparison to 2022, along with the reason for variance:-

S. No.	Ratios	Numerator	Denominator	As at 31st March, 2023	As at 31st March, 2022	% Change	Reason for Variance
1	Current Ratio	Current Assets	Current Liabilities	0.99	0.94	5.32	NA
2	Debt Equity Ratio	Total Debt	Shareholders fund	0.63	0.26	142.30	Working Capital Demand Loan availed during the year.
3	Debt Service Coverage Ratio	Earnings available for debt services = Net Profit after taxes Depreciation and Amortization expenses Interest	Debt Service = Interest principal repayment of term loans (Excluding prepayments)	1.70	1.67	1.79	NA
4	Return on Equity Ratio	Net profit after taxes -Preference dividend	Average Shareholders Equity	0.06	0.06	-	NA
5	Inventory Turnover Ratio	Net Sales	Average Inventory	78.66	46.82	68.01	Increase in volume of sales and Improvement in Inventory Management.
6	Trade Receivables turnover Ratio	Net Sales	Average Trade receivables	324.30	217.01	49.44	Increase in volume of sales.

7	Trade payables turnover Ratio	Cost of Materials Consumed Purchases of Stock-in Trade Change in Inventory	Average Trade Payables	7.44	8.02	(7.23)	NA
8	Working capital turnover Ratio	Net Sales	Working capital = Current Assets - Current Liabilites (Excluding current maturities of Long term borrowings)	1,255.26	(2,282.04)		Increase in Sales and Improvement in working Capital Management.
9	Net Profit Ratio	Profit after taxes	Net Sales	0.001	0.003	(66.67)	Due to increase in cost and reduction in Operating Margin
10	Return on Capital Employed	Earnings before interest and taxes	Capital Employed = Networth Total debt Deferred Tax Liabilities	0.09	0.10	(10)	NA
11	Return on Investment	Interest (Finance Income)	Average Investments	-

22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

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 and the policy is posted on the website of Company and can be accessed at the link www.kkvagropowers.com. During the year under review, there was no complaint received under this mechanism.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions with Related Parties are at arm''s length and in the ordinary course of business duly approved by the Audit Committee. The details of material related party transactions at arm''s length and in the ordinary course of business are detailed in Form AOC-2 and the same is furnished in Annexure - 1 to this report.

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

24. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

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 Board has formulated Policy on Directors'' Appointment and Remuneration and the same is uploaded on the Company''s website at https://kkvagropowers.com/investors/polices/

25. MAINTENANCE OF COST RECORDS:

Not applicable to the Company as per the provisions of the Companies Act, 2013.

26. COST AUDITOR:

Not applicable to the Company as per the provisions of the Companies Act, 2013.

27. RISK MANAGEMENT POLICY:

The Management has devised Risk Management Policy considering the nature of industry and associated risks pertaining to the industry. The Management is overseeing the implementation of the Policy on regular basis.

28. 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, Company Secretaries (ICSI Unique code-P2004TN081200), Coimbatore to conduct the Secretarial Audit for the Financial Year 2022-23.

A report of Secretarial Auditors in Form MR-3 is furnished as Annexure 2 to this report.

29. CORPORATE SOCIAL RESPONSIBILITY:

Applicable to the Company as per the section 135 of the Companies Act, 2013. However, CSR is not applicable to the company for the Financial Year 2022-2023.

30. 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.

31. MATERIAL CHANGES:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year as on 31.03.2023 and the date of this Report.

32. SIGNIFICANT AND MATERIAL 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 Company''s operations in future.

33. REPORTING OF FRAUD:

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

34. INSOLVENCY PROCEEDINGS:

There were no application has been made by the Company or no proceedings are pending against the Company under the Insolvency and Bankruptcy Code 2016 during the year.

35. 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:

The disclosure is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year.

36. COMPLIANCE ON SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standard - 1 on Meetings of the Board of Directors and Secretarial Standard - 2 on General Meetings and Secretarial Standard - 3 on Dividend and Secretarial Standard - 4 on Board Report.

37. CLARIFICATION ON AUDITOR''S REMARK IN THEIR REPORT:

There were no adverse remarks/comments/observations in the Statutory Auditor''s report and hence no clarification is required. The Observations with respect to creation of Charge on Working Capital Loan and regarding the payment of TDS is resolved.

For the observations provided by the Secretarial Auditors the clarifications from Board of Directors are given below:

Comments/remarks/Observations by the Secretarial Auditor	Explanation from the Board of Directors
(a) As per Regulation 45 of 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 change in activities.	The Company uses renewable energy for all the business activities. Hence the main business of the Company is based on renewable energy
(b) As per Section 203 of the Companies Act, 2013 and Regulation 2 (c) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 201, the Company has	Appointed Mr.Ferozkhan Mcom FCS having more than 10 years of experience both in secretarial and legal from 16th June 2023 onwards as company Secretary cum

been advised to appoint Company Secretary.	Compliance Officer
(c) As per Regulation 3(5) of The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has been advised to install and maintain structured Digital database containing unpublished price sensitive information.	Installed
(d) As per Regulation 9A (1) and (2) of The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has been advised to appoint a Person to monitor the adequate internal controls and to prevent insider trading.	The Company appointed Mr. Feroz khan Company Secretary cum Compliance Officer of the Company to monitor the adequate internal control to prevent insider trading.

38. 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.

39. 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:

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

2. 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;

3. 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;

4. the directors had prepared the annual accounts on a going concern basis; and

5. 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.

40. PARTICULARS OF EMPLOYEES:

The information required pursuant to the provisions of Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the remuneration of Directors, Key Managerial Personnel and employees are enclosed as Annexure - 3 forming part of the report.

41. DEPOSITORY SYSTEM:

As the Members are aware, your Company''s Equity Shares are tradable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN allotted to the Company''s Equity shares is INE239T01016.

42. 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 2022-2023.

43. 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 ("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.

44. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The details of Management Discussion and Analysis Report are furnished in Annexure - 4 to this Report.

45. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company''s 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 organisation''s 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 Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems. The ultimate objective being, a Zero Surprise, Risk Controlled Organization.

46. 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 2022-23. 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.

47. ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep gratitude and appreciation towards the Company''s 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

Date : 30.08.2023 ^Sd/-

Place: Coimbatore T.K Chandiran

(DIN:00031091)

Managing Director and Chairman

---

Mar 31, 2016

To

The Members,

The Directors have pleasure in presenting their Fourth Annual Report together with the Audited Financial Statement of the company for the Financial Year ended 31^st March, 2016.

1. FINANCIAL RESULTS:

(In Rs.)

Particulars	Current Year 2015-2016	Previous Year 2014-2015
Income from Operations	4,92,73,867	3,57,57,384
Gross Receipts (including other Income)	4,92,76,456	3,57,75,363
Total Expenditure before Interest and Depreciation	2,83,20,391	1,66,47,696
Less: Interest and Financial Charges	52,89,340	71,43,268
Less: Depreciation and Amortization	78,02,402	47,07,166
Profit/(Loss) before taxation for the year	78,64,323	72,77,233
Less: Current tax Expenses	15,10,000	14,02,196
Less: MAT Credit	(15,10,000)	(14,02,196)
Less: Deferred Tax Liability/Asset	25,68,200	22,94,826
Profit/(Loss) after taxation for the year	52,96,123	49,82,407
Appropriations:
Transfer to Reserves	52,96,123	49,82,407
Proposed Dividend (Including Tax)	-	-
Transferred to Balance Sheet	52,96,123	49,82,407

2. PERFORMANCE OF THE COMPANY:

During the year under review, the Company has earned sales income of Rs.4, 92, 73,867/- (Previous year Rs. 3, 57, 57,384/-) and other income Rs. 2,589/- (Previous year Rs. 17,979/-). After providing depreciation, finance charges and tax the Company has earned Net profit of Rs.52, 96,123/- (Previous year company earned Net profit Rs. 49, 82,407/-).

3. DIVIDEND

In order to conserve the reserves for further expansion of business, the directors do not recommend any dividend.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year under review.

5. BUSINESS REVIEW:

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

6. SHARE CAPITAL:

The Company has increased its authorized share capital from Rs. 1,00,00,000 divided into 1,00,000 Equity Shares of Rs. 10 each aggregating to Rs. 10,00,000 and 90,000 Preference Shares of Rs. 100 each aggregating to Rs. 90,00,000 to Rs.12,00,00,000 dividend into Rs.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 during the year under review.

7. DIRECTORS:

During the year under review, Mr. T.K. Chandiran (DIN: 00031091) was re-designated as Managing Director with effect from 1^st April 2015 for a term of 3 years.

Mr. A. C. Vineeth Kumar (DIN: 06756745), Director of the Company is liable to retire by rotation and being eligible offers himself for reappointment.

Mr. A.Velayutham (DIN: 07173627), Mr. T.Gnanasekar (DIN:00904018) and Dr. V.Chandrasekaran (DIN: 07276704) were appointed as an Independent Directors with effect from 7^th September 2015 for a term of 5 years.

8. KEY MANAGERIAL PERSONNEL:

Mr. T.K. Chandiran (DIN: 00031091) was re-designated as Managing Director and Mrs. C. Selvi (DIN:00032962) was re-designated as a Whole - Time Director with effect from 1^st April 2015 for a term of 3 years.

Mrs.C. Renuka holding Membership No. A26355 in the Institute of Company Secretaries of India was appointed as a Company Secretary of the Company with effect from 11^th April 2015 and Chief Financial Officer with effect from 1^st July 2015.

Mr. C. Arun Kumar, was appointed as Chief Operating Officer of the Company with effect from 1^st May 2015.

9. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Company''s policy on Director''s appointment and remuneration and other matters provided in Section 178 of the Companies Act, 2013 has been disclosed in the Corporate Governance Report.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES :

The Company does not have any joint venture, subsidiary or associate company.

11. DECLARATION BY AN INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to act as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

12. BOARD EVALUATION:

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairman) 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 has been communicated to the Chairman of the Board of Directors.

13. CHANGE OF NAME OF THE COMPANY:

The Company has changed its name from "Nachas Wind Energy Private Limited" to "KKV Agro Powers Private Limited" with effect from12th May 2015. The change of name was approved by the members in the Extra Ordinary General Meeting of the Company held on 30^th April 2015. The Registrar of Companies, Coimbatore has, issued the new certificate of incorporation recording name change of the Company dated 12th May 2015

14. CONVERSION OF THE COMPANY:

The Management proposed to go to public through SME stock exchange, the Board decided to convert the Company into the Public Limited Company in order to carry out its affairs efficiently. Consequent to conversion of the company from private limited to public, the name of the company KKV Agro Powers Private Limited has been changed to KKV Agro Powers Limited with effect from 12th May 2015

15. STATUTORY AUDITORS:

In terms of Proviso to Section 139 (1) of the Companies Act 2013, M/s. Haribhakthi & Co. LLP, Chartered Accountants (Firm Registration Number: 103523W), Coimbatore has been appointed as a Statutory Auditors of the Company for a term of 3 years from 2015 -18, subject to ratification by the shareholders at the every general meeting in terms of ordinary resolution passed by the Members at their 3^rd Annual General Meeting held on 7^thSeptember 2015.

In pursuance of above term, necessary resolution, ratifying appointment of M/s. Haribhakthi & Co. LLP, Chartered Accountants, Coimbatore as the Statutory Auditor for the financial year 2016 - 2017 is being placed before members for their consideration in this Annual General Meeting.

16. COST AUDITOR:

Not applicable to the Company as per the provisions of the Companies Act, 2013.

17. CORPORATE GOVERNANCE:

Though the Company got listed from 15/07/2016 on Emerge Platform of NSE Limited, some of corporate governance provisions were voluntarily complied for the year ended 31/03/2016. A separate report on Corporate Governance is furnished as Annexure 1 to this report.

In terms of Schedule V of the SEBI (Listing obligations and Disclosures Requirements) Regulation, 2015, a separate report on Corporate Governance is furnished as Annexure 1 to this report.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations. The systems are periodically reviewed for identification of control deficiencies and formulation of time bound action plans to improve efficiency at all the levels. The Audit Committee of the Board constantly reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the Company and recommendations made for corrective action through the internal audit reports. The Committee reviews the statutory auditors'' report, key issues, significant processes and accounting policies.

19. CODE OF CONDUCT:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and the Companies Act, 2013, the Company has framed and adopted a Code of Conduct. The code is applicable to the members of the Board, the executive officers and all the employees of the Company.

All the members of the Board, the executive officers and senior financial officers have affirmed compliance of the Code of Conduct as on 31^st March 2016.

20. DEPOSIT:

During the year under review, the Company has not accepted any Deposits within the meaning of the provisions of Section 2 (31) of the Companies Act, 2013

21. EXTRACT OF THE ANNUAL RETURN:

An extract of the Annual Return as of 31^st March, 2016 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 in Form MGT 9 is furnished as Annexure 2 to this report.

22. BOARD MEETINGS AND ITS COMMITTEES CONDUCTED DURING THE PERIOD UNDER REVIEW:

During the year under review, 25 Meetings of the Board of Directors, 3 Meetings of the Audit Committee and 2 Meetings of the Nomination and Remuneration Committee have been conducted. Further details of the same have been enumerated in the Corporate Governance Report annexed herewith.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

During the year under review, the Company has not made any Loans, Guarantees or Investments within the meaning of the provisions of Section 186 of the Companies Act, 2013.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A) Conservation of energy:

(i) The steps taken or impact on conservation of energy:

Company generated Green & Clean energy of 75,34,605 units from Windmills and Solar Energy Generators.

(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 State of Tamil Nadu.

(iii) The capital investment on energy conservation equipments in Rs.3, 50, 00,000/-

B) Technology absorption:

(i) The efforts made towards technology absorption:

Your Company use latest technology of SCADA for Solar energy generation Plant. 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) : Nil

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

C) Foreign exchange earnings and Outgo:

Foreign exchange earnings: Nil Foreign exchange outgo : Nil

25. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board has constituted an Audit Committee, details of which are enumerated in the Corporate Governance Report. 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 and the policy is explained in corporate governance report and also posted on the website of company and can be accessed at the link www.kkvagropowers.com. During the year under review, there were no complaints received under this mechanism.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 in Form No. AOC -2 is furnished as Annexure 3 to this report.

27. RISK MANAGEMENT POLICY:

The Management has devised Risk Management Policy considering the nature of industry and associated risks pertaining to the industry. The Management is overseeing the implementation of the Policy on regular basis.

28. SECRETARIAL AUDIT REPORT:

As per the provisions of the Companies Act, 2013, Secretarial Audit is not applicable to the company. However, the Secretarial Audit for the financial year 2015 -16 has been carried out by Mr. G Vasudevan, Practicing Company Secretary and accordingly Form MR-3 is furnished as Annexure 4 to this report.

29. CORPORATE SOCIAL RESPONSIBILITY:

Not applicable to the Company as per the provisions of the Companies Act, 2013.

30. LISTING ON EMERGE PLATFORM OF THE NSE of India LIMITED:

Yours Directors are pleased to inform that your Company successfully listed its Securities on the Emerge Platform of the NSE of India Limited on 15.07.2016.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

As per the requirements specified in the "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013", the Company has constituted an Internal Complaints Committee and is committed to provide a work environment that is free from sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints received from any employee during the financial year 2015 - 16.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There is no material change or commitments after the closure of the financial year as on 31.03.2016 and till the date of this report.

33. SIGNIFICANT AND MATERIAL 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 Company''s operations in future.

34. EXPLANATION AND COMMENTS ON AUDITOR''S REPORT:

The report of the Statutory Auditors (annexed elsewhere in the Annual Report) is self explanatory having no adverse comments.

35. 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:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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;

3. 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;

4. The directors had prepared the annual accounts on a going concern basis;

5. The directors had laid down internal financial controls are adequate and operating effectively and

6. 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.

36. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no instances of frauds identified or reported by the Statutory Auditors during the course of their audit pursuant to Section 143(12) of the Companies Act, 2013.

37. PARTICULARS OF EMPLOYEES:

There were no employees drawing remuneration in excess of limit specified under Rule 5 of (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

38. ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep gratitude and appreciation towards the Company''s 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

02-09-2016

Coimbatore T.K Chandiran C. Selvi

(DIN: 00031091) (DIN: 00032962)

Managing Director Whole-Time Director