BKV Industries Ltd

Your Directors have pleasure in presenting you the Thirty First Annual Report together with Standalone Audited Financial Statements for the year ended 31st March, 2024.

FINANCIAL PERFORMANCE OF THE COMPANY (Rs. in Lakhs)

The Aqua Farm situated at Isakapalli, which was given on an extension of lease from 1^st July 2020 for seven years earned a gross income of Rs. 81.94 lakhs including Other Income of Rs. 2.23 lakhs and earned a Net Profit of Rs. 18.72 lakhs (Including gain considered under Other Comprehensive Income/(Loss)).

In view of considerable accumulated depreciation losses, though there is a profit during the current year, no dividend is recommended for the financial year 2023-24 and no amounts were transferred to reserves.

The company does not have any subsidiaries, join Ventures and Associates.

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014 is given in Annexure V to this Report.

Re-appointment of Retiring Director:

Based on the recommendation of Nomination & Remuneration Committee and approval of the Board, Smt. Bommidala Anitha (DIN:00112766), who retire by rotation pursuant to Section 152 (6) of the Companies Act, 2013 read with the Articles of Association of the Company, at the forth coming Annual Meeting and being eligible, offers herself for re-appointment. Re-appointment of Managing Director

Based on the recommendation of Nomination & Remuneration Committee and approval of the Board, Sri Bommidala Rama Krishna (DIN 00105030), has been re-appointed as Managing Director of the company for five years with effect from 10^th March, 2024 and being eligible for the re-appointment and not liable for retirement, subject to the approval of shareholders and approval of the central government, if necessary.

As per the provisions of Section 134 (3)(p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the performance of Committees of the Board, namely, Audit Committee, Risk Management Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee and the directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned in the Corporate Governance Report.

The Board, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and also framed the criteria for determining experience, qualifications, positive attributes and independence of directors.

All the Independent Directors viz., have submitted declarations confirming that they meet the criteria of independence as prescribed under Secti'on149 (6) of the Companies Act, 2013, under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and confirming that their names are appeared continuously in the data bank maintained by the Indian Institute of Corporate Affairs and under- Regulation 25(8) of SEBI (LODR) Regulati'ons,2015.

During the financial year 2023-24, the Company has not given any guarantees / loan or made any investments. However, during the year, the company has repaid amount of Rs. 7.50 lakhs against the Interest Free Unsecured Loan received from Managing Director to meet the temporary cash flow requirements and due as on 31st March, 2024 was Rs. Nil.

The Board met 4 times during the financial year 2023-24 the details of which are given in the Corporate Governance Report. Committees of the Board:

The details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in the "Report on Corporate Governance" forming part of this Annual Report.

The ratio of remuneration of each Director to the median of employees' remuneration as per Section 197 (12) of the Companies Act, 2013 and information relating to employees to be disclosed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in Annexure VI to the Board of Directors report.

M/s. Garlapati' & Co., Chartered Accountants (Firm Regn.No:000892S) was appointed as Statutory Auditors of your Company at the Annual General Meeting held on 28th September 2022 for a period of five consecutive years. As per the provisions of Secti'on139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. But in accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company forms part of this Report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their Report.

Fraud reported by the Auditor under Section 143(12): Nil

Regarding the preparation of accounts on going concern basis, the notes of independent audit report is self - explanatory and the company had given the farm on long term lease and gettng steady income and been able to meet its operational and compliance expenses, though there are considerable carry forward depreciation losses.

Maintenance and Audit of Cost Records - Not Applicable SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s K. Srinivasa Rao & Co, Company Secretaries, as the Secretarial Auditors to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is given in Annexure -III to this Report.

There were no qualifications, reservations, adverse remarks or disclaimers in their report. Except the delay in submission of the corporate announcement related to proceedings of annual general meeting held on 25-09-2023 with delay of 7.25 Hours from the conclusion of the AGM without explanation As per the provisions of Regulation 30(6) read with SEBI Circular SEBI/HO/CFD/CFD- PoD-1/P/CIR/2023/123 dated July 13, 2023, Board clarification on Secretarial Auditor qualifications: the company has resubmitted the revised AGM Proceedings with explanation for delay on 08-04-2024.

The Company has put in place a mechanism to identify, assess, monitor and mitigate various risks to its key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The Company has formulated a Risk Management Policy which is also available on the Company's website: www.bkvindustries.in

In addition to the Internal Controls on Operations, the Board has laid down standards, processes, and structures to implement internal financial controls to ensure that the financial affairs of the Company are carried out with due diligence. The effectiveness of the internal financial controls is ensured by management reviews, continuous monitoring and self-assessment and review of all financial transactions and operating systems by the internal auditors. During the year, such controls were tested and no reportable material weakness or inefficacy or inadequacy in the operation were observed.

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company i.e.(a) net worth of the Company to be '500 crore or more; or (b) turnover of the company to be Rs. 1,000 crore or more; or (c) net profit of the company to be Rs. 5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of Section 135 are not applicable to the Company.

All contracts / arrangements / transactions entered into during the financial year with the related parties were on arm's length basis and were in the ordinary course of business. Section 188 (1) of the Companies Act, 2013 exempts related party transactions that are in the ordinary course of business and are on arm's length basis. The Board of Directors and the Audit Committee have also approved the said related party transactions.

There are no materially significant related party transactions with the promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The policy on dealing with Related Party Transactions as approved by the Board is available at the investors section of the Company's website : www.bkvindustries.in The particulars of contracts / arrangements entered into by the Company with related parties as required disclosed and is given in AOC-2 as Annexure IV to this Report.

The Company is committed to good corporate governance practices. All material information was circulated to the directors before their meeting or placed at their meeting, including minimum information required to be made available to the Board as prescribed under Part A of Schedule II of Sub- Regulation 7 of Regulation 17 of the Listing Regulations.

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance along with a Certificate from a Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of Sub- Regulation 34 (3) of the Listing Regulations is attached to this report.

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (LODR) 2015, Regulations, given in Corporate Governance Report, which is the part of this Annual Report.

The company has not declared any dividend till date from inception therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

The details of the extract of the Annual Return of the company under Companies Act, 2013 read with Rule 12 of the Company (Management and Administration) Rules. 2014 is available at the website of the Company : www.bkvindustries.in

The Company has a vigil mechanism and a whistle blower policy. The same has been posted on the Company's website: www.bkv industries.in and the details of the same are given in the Corporate Governance Report.

As per the requirement of SEBI Listing Regulations, the Company declares that its securities are listed on the Stock Exchanges of Mumbai & Kolkata. The company confirms that it has paid annual listing fees to the Stock Exchange of Mumbai & Kolkata for the Year 2023-24.

Pursuant to the provisions contained in Section 134 (3) (c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to information and explanations obtained from the management, confirm that:

i) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same.

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 cash flows and Profit of the Company for the year ended on that date.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 proper internal financial controls to be followed by the Company relevant to its nature of operations and such 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 adequate and operating effectively.

Your directors state that no disclosure is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with or without differential rights as to dividend, voting or otherwise. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. No orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operations in future.

No Material Changes and commitments affecting the financial position of the company occurred between the end of the financial year and the date of the report.

During the year, the Company has received interest free unsecured loan from the Managing Director and also a declaration in writing stating that the amount given to the Company is not borrowed by them.

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2).

The Company has in place a prevention of Sexual Harassment and Grievance Handling Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. The Company did not receive any complaints during the year.

There has been no change in the nature of the business of the Company during the financial year ended 31st March, 2024. PERSONAL RELATIONS AND APPRECIATION:

Your directors place on record their appreciation for the continued co- operation, support and assistance extended to the Company by its Bankers, Shareholders and Employees. The Directors place on record the appreciation of the contribution of the Independent Directors during their tenure.