Krishna Ventures Ltd

TO THE MEMBERS OF KRISHNA VENTURES LIMITED

The Directors take pleasure in presenting the Forty Second Annual Report together with the Audited Financial Statements for the Year ended on March 31, 2024.

1. FINANCIAL RESULTS

2. BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIRS

During the year under review the Company incurred the Loss of Rs. 46,95,000/- (Rupees Forty-Six Lakhs Ninety Five Thousand only). Your Company is hopeful and optimistic that by adding the new line of business it will increase the revenue of the Company in coming years.

3. GENERAL RESERVE

The Company has not transferred any sum amount to the General Reserve for the Financial Year 2023-24.

4. DIVIDEND

(i) No Dividend was declared for the financial year 2023-24.

(ii) Since there was no unpaid / unclaimed Dividend declared and paid last year, the provisions of section 125 of the Companies Act, 2013 does not apply.

5. SHARE CAPITAL

During the year, there was no change in the capital structure of the Company. The paid up equity share capital as on March 31, 2024 was Rs. 10,80,00,000/- (Rupees Ten Crores Eighty Lakh only) divided into 1,08,00,000 (One Crore Eight Lakh) equity shares of Rs. 10/- (Rupees Ten only) each. As on March 31, 2024, Directors of the Company hold shares of the Company.

a) Buy Back of securities: The Company has not bought back its shares /securities during the year under review.

b) Sweat Equity: No Sweat Equity Shares are issued during the year under review.

c) Bonus Shares: No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

6. CHANGES IN THE NATURE OF BUSINESS

During the Financial Year 2023-24, there has been no change in the nature of the business of the Company. However the company is involved in the business of Manufactures, assemblers, dealers, merchant, importers and agents for the purchase, sale and hiring of all kinds of air conditioners, air conditioning and Refrigeration, machinery, Refrigerants, Liquids and Gases, ice Cream Freezers, Quick Freezing cabinets and like deodorisers, Refrigerated trucks, Vans, Wagons etc., Heaters, Heating appliances, Coolers, Diffusers, compressors, Condensers, Fans of all types, pumps, Motors, Thermostats, Sprayers, Cold Storages or ice cream plants, appliances, tools, machinery apparatuses, devises, instruments, chemicals and all types of machinery, equipment's, appliances and instruments of all kinds, sizes, types and their parts accessories of all descriptions as per the amended Memorandum of Association.

7. DEPOSITS:

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the Financial Statements forming part of this Annual Report.

9. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The Total Revenue of the Company is Rs. 219.35 Lakhs in the Financial Year 2023-24 as compare to the Previous Financial Year 2022-23 in which the Total Revenue was Rs. 405.11 Lakhs.

The Company incurred Net loss of Rs. 46.95 Lakhs in the Financial Year 2023-24 as compare to the Previous Financial Year 2022-23 in which the amount of Net loss was Rs. 3.75 Lakhs.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion and Analysis Report for the Financial Year 2023-24, as stipulated under regulation 34 read with schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015) forms the part of this Annual Report.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of section 135 of the Companies Act, 2013 are not applicable to the Company.

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: http://www.krishnaventuresltd.com/annual-report.php

(a) The Statutory Auditors M/s Rajeev Malhotra & Associates, resigned as the statutory auditor of the company with effect from 14^th August 2024.

(b) Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Vivek Mittal & Associates, Chartered Accountants (Firm Registration No. 005847C), are recommended by the Board of Directors for being appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold the office from the conclusion of Forty Second Annual General Meeting until the conclusion of Forty Seventh Annual General Meeting to be held in the year 2028.

(c) Mr. Shivam Garg has been appointed as Chief Financial Officer of the Company w.e.f. August 20^th, 2024.

The Company has laid down a well-defined Risk Management Mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detail exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. The Company has adopted a Risk Management Policy which is displayed on the website of the Company at www.krishnaventuresltd.com.

The strong internal control culture is pervasive in the Company in commensuration with the size, scale and complexity of its operations.

The Internal Audit Function monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the organization. Periodically, the Audit Committee, the Internal Auditors and Statutory Auditors identifies the discrepancies and the flaws of the Internal Audit System and reports the Board their observations / remarks, if any, which in turn enables the Board to undertake corrective actions in the respective areas and thereby strengthen the controls.

Pursuant to Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, the Proprietor of M/s. Sahu Khandelwal & Associates (Firm Registration Number: 005338; Membership Number: 47094) was appointed as the Internal Auditor of the Company from the Financial Year 2022-23 to Financial Year 2027-28.

The Company has established a Whistle Blower Policy that enables the Directors and Employees to report instance of fraud or mismanagement. The policy also provides for adequate safeguards against victimization of persons who use the mechanism and also direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Whistle Blower Policy are made available on the Company's website http://www.krishnaventuresltd.com/

As on date Ashva Energy Private Limited and Freshplate Agro Foods Private Limited are the associate companies of Krishna Ventures Limited.

The Company does not have any Subsidiary company or Holding company.

During the period 2023-24 under review there were movements in the Directorships in the Company.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013.

There were movements in the Directors/ KMP during the year 2023-24 as follows:-

After the end of Financial Year , the following changes took place between 1^st April, 2024 to 20^th August, 2024 as follows:-

The Independent Directors have submitted their disclosures to the Board confirming that they fulfil the requirements enumerated under Section 149(6) of the Companies Act, 2013 (hereinafter "the Act") and Regulation 25 of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

20. EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship Committee and Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. REMUNERATION POLICY:

The Board has, upon the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and fixing their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The Remuneration Policy also displayed on the website of the Company www.krishnaventuresltd.com.

During the year, Fifteen (15) Board Meetings, Five (5) Audit Committee Meetings, Three (3) Stakeholders Relationship Committee Meetings and Six (6) Nomination & Remuneration Committee Meetings were convened and held as per the applicable provisions of the Companies Act, 2013 and Listing Regulations, 2015. The details of Board and Committee meetings held during the Financial Year are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

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) that in the preparation of the Annual Financial Statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in note no. 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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 the year ended on that date;

c) that proper and sufficient care has been taken 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;

[(ca) details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government]

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

During the year under review there are no significant related party transactions made by the Company with related parties including promoters, directors, or other designated persons which were attract the provisions of Section 188 of the Companies Act, 2013. Thus, disclosure in Form AOC-2 is not required. However, there are certain transactions as per AS-18 which are prescribed in the Financial Statements of the company for the Financial Year ended on 31^st March 2024.

The policy on Related Party Transactions as approved by the Board is placed on the website of the Company www.krishnaventuresltd.com.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

However, the company was in the process of shifting the registered office from the State of Maharashtra to State of Uttar Pradesh, but due to a complaint raised by the shareholder, the Regional Directorate didn't approve the change of the registered office. The application was dismissed.

However, the Registered Office was shifted from "Corporate Centre, 7TH Floor, Opp. Hotel Vits Andheri Kurla Road, Andheri East, Mumbai City, Maharashtra, India, 400059" to "702, 7th Crystal Paradise, Veena Desai Road Adhering, West Mumbai 400058" within the same city.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Rajeev Malhotra & Associates, Chartered Accountants, (Firm Registration No. 021479N), New Delhi, were appointed by the Audit Committee and by the Board appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold the office from the conclusion of Fortieth Annual General Meeting until the conclusion of Forty Fifth Annual General Meeting to be held in the year 2027.

The Statutory Auditors M/s Rajeev Malhotra & Associates, have submitted their Report on the Financial Statements of the Company for the Financial Year 2023-24, which forms part of this Annual Report.

The Statutory Auditors M/s Rajeev Malhotra & Associates, resigned as the statutory auditor of the company with effect from 14^th August 2024.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Vivek Mittal & Associates, Chartered Accountants (Firm Registration No. 005847C), are recommended by the Board of Directors for being appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold the office from the conclusion of Forty Second Annual General Meeting until the conclusion of Forty Seventh Annual General Meeting to be held in the year 2029.

During the year under review, no incident of fraud has been reported by the Statutory Auditors to the Audit Committee pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mr. Aakash Goel, the proprietor of M/s. G Aakash & Associates, Company Secretaries (ACS No. A57213; CP No.: 21629), to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

The following observations were made by the Secretarial Auditor in his report:

(a) Disclosure of Related Party Transactions under Regulation -23(9) of the SEBI (LODR), 2015: Disclosure of Related Party Transactions on a consolidated basis was to be submitted on or before June 24, 2022 for the year ended 31^st March, 2022. The same was submitted on June 28, 2022 with a delay of four days. The basic fine levied by the BSE was Rs. 20,000/- (Rupees Twenty Thousand Only) Plus GST which was duly paid by the Company.

Management Response: The Company had duly paid the fine.

(b) Submission of Financial Results under Regulation - 33 of SEBI (LODR), 2015:

Financial Results are to be submitted to Stock exchange within sixty days from the end of the financial year i.e. on or before 30th May, 2022. The same was submitted ten days later i.e. 9th June 2022. The basic fine levied by the BSE was Rs. 50, 000/- (Rupees Fifty Thousands only) Plus GST which was duly paid by the Company.

Management Response: The company had duly paid the fine.

The Report of the Secretarial Audit Report is furnished herewith in Annexure A.

Provisions of 2ection 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules 2014, are not applicable on the company. Hence, no cost auditor has been appointed by the company.

The information required pursuant to section 197(12) read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors as on March 31, 2024 is furnished herewith in Annexure B. The Company has not employed any individual whose remuneration falls beyond the purview of the limits prescribed under the provisions rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, the 'Insider Trading Code' to regulate, monitor and report trading by insiders and the 'Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information' are in force.

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

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

The Company during the year under the review has not received any complaints pertaining to sexual harassment at the work place.

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under the Listing Regulations, 2015. A separate section on Corporate

Governance under the Listing Regulations, 2015 along with a certificate from Mr. Aakash Goel, the proprietor of M/s. G Aakash & Associates, Company Secretaries (ACS No. A57213; CP No.: 21629), Practicing Company Secretary's' Certificate, confirming the compliance, is annexed and forms part of this Annual Report.

Pursuant to regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to the Company.

Since the Company does not have any Subsidiary company or Associate company, the provisions regarding consolidated financial statements do not apply.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, are as below: ? Energy Conservation: During the period under review there has been optimal Energy Conservation. ? Technology Absorption: During the period under review there was no Technology Absorption. ? Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow.

The Company has three Committees of Board, viz. (i) Audit Committee, (ii) Stakeholders' Relationship

Committee and (iii) Nomination and Remuneration Committee.

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

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to create value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. members, customers, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Statements in the Board's Report and the Management Discussion & Analysis Report describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic market conditions affecting cost as well as the selling prices of the services, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.