Sri KPR Industries Ltd

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company, along with the audited financial statements (Standalone & Consolidated) for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

BUSINESS OPERATIONS

Your Company's strength lies in identification, planning, execution and successful implementation of the projects to be undertaken by it.

I) Standalone:

Presently, the Company has wind power generation. During the year under review the Company under standalone balance sheet has made a total turnover of Rs.5.96 Cr. as against previous total turnover of Rs.4.97 Cr., there by resulting an increase in the turnover by Rs.0.99 Cr. and earned net profit of Rs.1.72 Cr. as against the previous year Profit of Rs.0.89 Cr. The EPS is Rs.0.85 as against previous year EPS of Rs.0.44.

II) Consolidated:

On a consolidated basis, the Company has achieved a total turnover of Rs. 20.99 Cr. as against the previous year total turnover of Rs.16.15 Cr., thereby resulting an increase in turnover by Rs.4.84 Cr. and earned net profit of Rs.7.87 Cr. as against the previous net profit of Rs. 3.29 Cr. The EPS is Rs. 3.91 as against the previous year EPS of Rs.1.63.

STATE OF COMPANY AFFAIRS :

I) Standalone :

As informaed in earlier years, during the year ended 31.3.2024, under standalone balance sheet there is mere revenue from sale of A.C. Pressure Pipes of just Rs.49,710/- and the revenue from Wind Mill has come down to Rs.216.45 lakhs from previous year revenue of Rs.287.15 lakhs, which is due to collapse of 2 MW Wind Mill located at Madhya Pradesh as informed earlier. However, there is increase in other income from Rs.195.67 lakhs to Rs.380.07lakhs during the current financial year, which come from long term investments and LIC maturity.

II) Consolidated :

Under consolidated balance sheet, during the year ended 31.3.2024, the total revenue is Rs.20.99 Cr. as gainst Rs.16.15 Cr. of previous year. This is because of mainly due to receipt of GBI payment of Rs.1.99 Cr. & profit from long term investments and LIC maturity.

III) Status of Collapsed 2MW Gamesa make M.P. Wind Mill:

Ragarding claim of 2 MW Gamesa make Wind Mill of MP, as informed to BSE vide company letter dated. 23.7.2024, the insurance claim was not approved by insurance company. In result of this, the company has issued notice through legal councile to Operation & Maintenance contractor (M/s.Siemens Gamesa Renewble Power Pvt. Ltd). The O&M contractor neither responded to notice nor appointed Arbitrator. Hence the company filed a petition in the Ho'ble High Court of Madras, Chennai with a prayer to appoint a nominee Arbtritaoir on behalf of O&M contractor M/Siemens Gamesa Renewable Power Pvt. Ltd.

OPPORTUNITIES:

As informed earlier, and as approved by the share holders vide postal ballot dated.30.6.2022, the company is in the process of development of Factory land by making layout for the residential open plots by forming partership/LLP/development agreements etc. with adjacent land owners which paves way for new source of revenue and at present the process for the same is under progress.

DIVIDEND

The Board of Directors regrets for not declaring the dividend due to not achieving sufficient profits in Standalone balance sheet.

RESERVES

The board has not transferred any amount to Reserves for the year 2023-24.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting financial position of the Company between March 31, 2024 and the date of this report.

DEPOSITS

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loan, provided guarantee or made any investment falling under the provisions of Section 186 of the Companies Act, 2013. However the details of existing investments are provided in the Financial Statements of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kishan Reddy Nalla and Mr. Bhoopal Reddy Aleti retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Jagadeeshwar Reddy Prodduturi shall attain the age of 75 years on March 04, 2025, hence pursuant to SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 approval by way of Special Resolution will be placed before the shareholders in the ensuing Annual General Meeting for the approval to the continuation of Mr. Jagadeeshwar Reddy Prodduturi as an Independent non-executive director.

Mr. Raja Reddy Gaddam, was ceased as director due to demise on 10th August 2024.

During the year,

1. Mr. Vanamali Praneeth Kumar (Membership Number: A-68920) was appointed as a Company Secretary and Compliance officer of the Company w.e.f., 27.05.2023

2. Mr. Vanamali Praneeth Kumar, resigned as a Company Secretary and Compliance officer of the Company w.e.f., 12.08.2023.

3. Mrs. Reena Jejani (Membership Number A-61595) was appointed as a Company Secretary and Compliance officer of the Company w.e.f., 18.03.2024

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. the Directors have 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 as at March 31, 2024 and of the profit of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyas required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of indpendence prescribed under Section 149(6) of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 7 (Seven) times during the year. Particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of the report.

COMMITTEES OF THE BOARD

Currently the Board has 3 committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder Relationship Committee.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report. Further during the year, all the recommendations made by Audit committee were accepted by the Board.

DETAILS OF SUBSIDIARIES/ ASSOCIATES/ TOINT VENTURES

During the year, the Board of Directors ('the Board') reviewed the affairs of its Wholly Owned Subsidiaryi.e. Sri KPR Infra & Projects Limited. In accordance with Section 129(3) of the Companies Act, 2013 consolidated financial statements of the Company forms part of the Report. A statement containing the salient features of the financial statements of the Subsidiary Company in the prescribed Form AOC-1 is appended as "Annexure I" to the Board's report.

In accordance with Section 136 of the Companies Act, 2013 the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of M/s. Sri KPR Infra & Projects Limited, Wholly owned subsidiary is available for inspection during business hours at our registered office on all working days till the date of Annual General Meeting of the Company.

Further the Company is having a step down subsidiary namely Sri Pavan Energy Private Limited.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year your Company has not entered into any fresh contracts/ arrangements falling under the provisions of Section 188 of the Companies Act, 2013.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and is enclosed as "Annexure II".

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board of your Company has laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The details in respect of internal financial control and their adequacy are included in the management discussion & analysis report, which forms part of this report.

PARTICULARS OF EMPLOYEES

Having regard to the provisions of Section 136(1), statement of top ten employees in terms of remuneration drawn and particulars of employees (under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure III which forms part of the Report.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company's policy on Director's appointment and remuneration and other matters provided under Section 178(3) of the Companies Act, 2013 has been disclosed under Corporate Governance Report, which forms part of this report.

CHANGE IN THE NATURE OF BUSINESS

During the year, there was no change in the nature of business carried out by the Company.

ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management and Administration) Rules, 2014 read with Companies Amendment Act, 2020, an annual return in MGT-7 as on March 31, 2024 is placed in the website of the Company i.at www.kprindustries.in/investorrelations.

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, its committees and Individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The performance of the board and committees constituted was evaluated after seeking inputs from all the Directors such as effectiveness of board processes, information and functioning, etc.

The Board and the Nomination &Remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

AUDITORS

STATUTORY AUDITORS

As per the provisions of the Act, M/s. A.M Reddy & D.R Reddy, Chartered Accountants have been appointed as Statutory Auditors for a period of 5 (Five) years in the Annual General Meeting held on September 29, 2022.

COST AUDIT

During the year under review, provisions of Section 148 of the Act, read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, relating to the Cost Audit is not applicable to the Company

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board has appointed Mr. R Hariprasad Reddy (Membership No. F8477), Proprietor of RHR & Associates, Practicing Company Secretaries to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as "Annexure IV" to this Report. The Secretarial Audit Report contains the following observations:

1. All the shares held by Promoters are in dematerialization mode except 300 shares which are held in physical form.

2. The Company has not appointed a qualified Company Secretary and Compliance officer within the time prescribed under the (LODR) Regulations 2015.

3. Few notices were received from BSE limited, imposing penalty for delayed -submission of event-based reports with BSE Limited.

Reply to the observations of Secretarial Auditor.

i) The Management has advised promoters for applying duplicate share Certificates and Dematerialize the same at the earliest.

ii) The Company has appointed a qualified company secretary as the compliance officer with effect from march 18, 2024 and paid the penalty imposed by the BSE Limited.

ii) The Company has complied the same by submitting all the information to the BSE Limited

QUALIFICATIONS IN AUDIT REPORT:

There are no adverse remarks or any disclaimer remark against the Company by the statutory auditor in their report.

FRAUDS REPORTED BY AUDITORS

During the year, there were no frauds reported by the Auditors falling under Section 143 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

Risk Management framework of your Company which ensures regular review by management to proactively identify the emerging risks, to do risk evaluation and risk prioritization along with development of risk mitigation plans and action taken. The various risks, including the risks associated with the economy, regulation, competition, foreign exchange, interest rate etc., are documented, monitored and managed efficiently.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been hosted on the website of the Company at www.kprindustries.in.

CORPORATE SOCIAL RESPONSIBILTY

The Company is not covered under the criteria mentioned in the provisions of Companies Act, 2013. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively.

CORPORATE GOVERNANCE

In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance certificate issued by Statutory Auditors of the Company is attached and forms integral part of this Annual Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under LODR Regulations, is disclosed separately in the current Report.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014

Your Company is committed in creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013, your Company has constituted an Internal Complaints Committee. No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL, the Committee prepared a NIL complaints report. This is in compliance with section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

COMPLIANCE BY LARGE CORPORATES

Your Company did not fall under the category of Large Corporates as defined under SEBI vide its circular SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018 as such no disclosure is required in this regard.

CEO AND CFO CERTIFICATION

As required under Regulation 17(8) read with Schedule II of the SEBI Listing Regulations, the CEO and CFO certificate was placed before the Board of Directors of the Company at its meeting held on May 20, 2024 and is attached with the annual report as Annexure-V.

OTHER DISCLOSURES

In terms of the applicable provisions of the Act and SEBI Listing Regulations, your Company additionally discloses that during the financial year under review:

• The Company has not issued any shares with differential voting rights:

• The Company has not issued any sweat equity shares;

• The Company has not raised any funds through preferential allotment or qualified institutional placement as per Regulation 32(7A) of SEBI Listing Regulations;

• No application has been made under the Insolvency and Bankruptcy Code; hence, the requirement to disclose the details of any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year along with their status as at the end of the financial year is not applicable. Further, there are no instances of one-time settlement with any Bank or Financial Institutions

ACKNOWLEDGEMENTS

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.