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)

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

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:

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

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:

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.

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:

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:

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

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.

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.

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.

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:

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:

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:

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