To
The Members,
KN Agri Resources Limited
Your directors have pleasure in presenting the 38th Annual Report on the
business & operations of the Company together with the Standalone and Consolidated
Audited Financial Statement for the year ended March 31, 2025.
1. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY:
(Rs. in Crore)
|
STANDALONE |
CONSOLIDATED |
PARTICULARS |
|
|
|
|
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from Operations |
1724.85 |
1699.67 |
1724.85 |
1699.67 |
| Other Income |
3.85 |
6.38 |
3.85 |
6.38 |
Total Revenue |
1728.70 |
1706.05 |
1728.70 |
1706.05 |
Profit before Tax (PBT) |
49.87 |
42.11 |
49.87 |
42.11 |
| Less: Provision for Taxation |
|
|
|
|
| Current Tax |
13.10 |
11.19 |
13.10 |
11.19 |
| Deferred Tax |
(0.31) |
(0.34) |
(0.31) |
(0.34) |
| Tax Relating to Prior Years |
0.17 |
- |
0.17 |
- |
Profit after Tax (PAT) |
36.90 |
31.26 |
36.90 |
31.26 |
| Share of Profit/(Loss) in Associates |
NA |
NA |
0.14 |
(0.23) |
| Net Change in Fair Value of Investments |
0.84 |
0.51 |
0.84 |
0.51 |
Net Change in Fair Value of Right of use of assets |
0.00 |
0.00 |
0.00 |
0.00 |
| Remeasurement of defined benefit liability |
0.00 |
0.00 |
0.00 |
0.00 |
Income Tax on items that will not be reclassified subsequently to
Profit & Loss |
(0.05) |
(0.13) |
(0.05) |
(0.13) |
| Other Comprehensive Income (net of tax) |
0.80 |
0.38 |
0.80 |
0.38 |
Total Comprehensive income for the year |
37.70 |
31.64 |
37.84 |
31.42 |
2. STATE OF AFFAIRS / HIGHLIGHTS:
Standalone:
During the Year under review, Your Company has recorded a turnover of Rs. 1724.85
Crore as compared to Rs 1699.67 Crore. The Company registered the PAT
(Profit after Tax) of Rs. 36.90 Crore as compared to Rs 31.26 Crore.
Consolidated:
During the Year under review, Your Company has consolidated turnover of Rs. 1724.85
Crore as compared to Rs 1699.67 Crore during the previous financial
year. The Company registered the PAT (Profit after Tax) of Rs. 36.90 Crore as
compared to Rs 31.26 Crore during the previous financial year.
3. WEB LINK OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the
draft of the Annual Return of the Company for the Financial Year ended March 31, 2025 is
uploaded on the website of the Company and can be accessed at https://knagri.com/
4. SHARE CAPITAL:
The paid-up Equity Share Capital of the company as on March 31, 2025 was Rs.
24,99,89,100 divided into 2,49,98,910 equity shares of Rs. 10/- each.
5. NO. OF BOARD MEETINGS:
During the period under review, a total of 10(Ten) Board Meetings were convened and
held.
Sr. No. |
DATE |
NO. OF DIRECTORS PRESENT |
Sr. No. |
DATE |
NO. OF DIRECTORS PRESENT |
1. |
30.05.2023 |
6 |
6. |
30.10.2024 |
4 |
2. |
17.09.2024 |
3 |
7. |
22.11.2024 |
3 |
3. |
27.09.2024 |
4 |
8. |
26.11.2024 |
3 |
4. |
23.10.2024 |
6 |
9. |
28.02.2025 |
6 |
5. |
28.10.2024 |
4 |
10. |
31.03.2025 |
4 |
6. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, no instances of fraud were reported by the auditors of
the company, in their respective audit reports, pursuant to Section 143(12) of the
Companies Act, 2013.
7. AUDITORS' REPORT:
The Auditors' Report does not contain any qualification. Notes to Accounts and
Auditors' remarks in their report are self-explanatory and do not call for any future
comments.
8. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year i.e. 31st March,
2025, to which the Financial Statements relate and the date of the report.
9. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of section 149, 152 and other applicable provisions
of the Companies Act, 2013. Mr. Vijay Shrishrimal, Director of the Company retires by
rotation at the forthcoming annual general meeting and being eligible, offers himself for
re-appointment. The Board recommends his re-appointment for the consideration of the
members of the Company at the forthcoming annual general meeting.
10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year no significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and company's operations in future except
for a notice issued in this year by NSE w.r.t. submission of Audited Consolidated Results
(FY24) within 60 days of end of financial year instead of Audited Standalone Results
(FY24) as submitted by the company within the time limit.
11. RELATED PARTY TRANSACTIONS:
All contracts & arrangements with related parties entered by the Company during the
Financial
Year, were in the ordinary course of Business and on arm's length basis and were in
compliance with the Section 188 and other applicable provisions of the Companies Act, 2013
and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015]. Details of related party
transactions entered by the Company during the year 2024-25, in terms of Ind AS have been
disclosed in the financial statements forming part of this Annual Report.
12. SECRETARIAL STANDARDS:
The Board has ensured the compliances with the provisions of the applicable Secretarial
Standards to the best of their knowledge.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:
The particulars of investments made and loans granted by the Company as covered under
the provisions of Section 186 of the Companies Act, 2013 are given in the notes to
Financial Statements forming part of the Annual Report. Further, your Company has not
extended corporate guarantee on behalf of any other Company, during the year under review.
14. RESERVE & SURPLUS:
The Board has proposed to retain the surplus earned during the year, hence, the company
has not transferred any amount to the General Reserves Account during the Financial Year
2024-25.
15. DIVIDEND:
In view of growth plans, your directors do not recommend any dividend for the Financial
Year under review.
SEBI under Regulation 43A of the SEBI (LODR) Regulations, 2015 requires top 1000 listed
companies based on market capitalization to formulate a Dividend distribution Policy.
During the year under review, The Company did not fall under the abovementioned
category, accordingly, the requirement relating to Dividend Distribution Policy under the
SEBI (LODR) Regulations, 2015 does not arise.
16. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to Conservation of Energy, Technology Absorption and Foreign
Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure 1.
17. RISK MANAGEMENT:
The Company has devised and implemented mechanism for risk management. The Company has
laid down a comprehensive Risk assessment and Minimization Procedure which is reviewed by
the Board from time to time. These procedures are reviewed to ensure that executive
management controls risk through means of a properly defined framework. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it.
18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The company has in place a policy for prevention of sexual harassment in accordance
with the requirements of the Sexual Harassment of women at workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details are as follow:
a) |
Number of complaints of Sexual Harassment received in the Year |
Nil |
| b) |
Number of Complaints disposed off during the year |
Nil |
| c) |
Number of cases pending for more than ninety days |
Nil |
19. CHANGES IN STATUS OF SUBSIDIARY, ASSOCIATE COMPANIES AND JOINT VENTURES:
During the year under review, a wholly-owned subsidiary and a subsidiary of KN Agri
Resources Limited namely, KN Retail Private Limited and Sharaad KN Bio-Organics Private
Limited were incorporated on June 28, 2024, and January 08, 2025, respectively, to
undertake various trading activities.
Apart from the above, as of March 31, 2025, the Company has two associate companies. In
accordance with the Companies (Accounts) Rules, 2014, the Company is required to prepare
Consolidated Financial Statements for the financial year 2024 25, covering these
subsidiaries and associate companies. Furthermore, a statement containing the salient
features of the financial statements of the subsidiaries and associate companies, in the
prescribed format AOC-1, is appended to this Board's Report as Annexure 2.
20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has adequate internal financial control with reference to financial
statements and such controls were tested and no reportable material weakness in the design
or operation was noticed. The internal financial control of the company is adequate to
ensure the accuracy and completeness of the accounting records, timely preparation of
reliable financial information, prevention and detection of frauds and errors,
safeguarding of the assets, and that the business is conducted in an orderly and efficient
manner.
21. AUDITORS:
STATUTORY AUDITORS:
Pursuant to provisions of section 139 of the Companies Act 2013 and rules framed there
under, M/s. Pukhraj & Associates, Chartered Accountants, (FRN: 002013C), were
appointed as the Statutory Auditors of the Company from the conclusion of 37th
(Thirty Seventh) Annual General Meeting held on 30th November, 2024 until the conclusion
of the 42nd (Forty Second) Annual General Meeting, for the period of five
consecutive years.
SECRETARIAL AUDITORS:
The Board of Directors has appointed M/s Amit Sharma & Associates, Practicing
Company Secretaries (CP No. 15315) as Secretarial Auditor of the Company pursuant to
Section 204 of the Companies Act 2013, to undertake secretarial audit of the Company for
the Financial Year 2024-25.
The Secretarial Audit Report for the financial year ended 31st March, 2025 under Act,
read with Rules made thereunder (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force) is set out in the Annexure- 3
to this report.
COST AUDITORS:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Record and Audit) Amendment Rules 2014 M/s Sanat Joshi & Associates
were appointed as cost auditors of the Company for conducting Cost Audit for the Financial
Year under review.
INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 (1) of the Companies Act, 2013 and Rule 13 of
the Companies (Accounts) Rules, 2014, the Board of Directors of your Company has appointed
Mr. Sanjay Singhal, Chartered Accountant (FRN No.: 074063) as the internal auditor of the
company for the FY 2024-25.
22. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act 2013, your Directors state that
a) In the preparation of Annual Accounts, the mandatory Accounting Standards have been
followed along with proper explanation relating to material departures. b) Proper
Accounting policies have been selected and applied consistently; and, the judgments and
estimates that are made are reasonable and prudent so as give a true and fair view of the
state of affairs of the company as on March 31, 2025 and of the Profit of the Company for
that period. c) Proper and sufficient care has been taken for maintenance of adequate
accounting records in accordance with the Companies Act, 2013, for safeguarding the assets
of the company and preventing and detecting fraud and other irregularities. d) The Annual
Accounts have been prepared on a going concern basis. 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 have established and
implemented adequate internal financial controls.
23. DEPOSIT:
The Company has not invited /accepted any deposits from the public falling within the
ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits)
Rules, 2014.
24. CORPORATE SOCIAL RESPONSIBILITY:
I. Corporate Social Responsibility Committee
The detailed composition of the members of the Corporate Social Responsibility
Committee at present is given below:
NAME |
DESIGNATION |
| Mr. Vijay Shrishrimal |
Chairman (Executive Director) |
| Mr. Sanjay Shrishrimal |
Member (Executive Director) |
| Mr. Dhirendra Shrishrimal |
Member (Executive Director) |
| Ms. Deeptimayee Vidushi |
Member (Independent Non-Executive Director) |
The Committee met two times during the year 2024-25 and the attendance of the
members at these meetings was as follows:
|
|
Attendance at the CSR committee |
NAME |
DESIGNATION |
27.01.2025 |
meetings 03.03.2025 |
| Mr. Vijay Shrishrimal |
Chairman |
Present |
Present |
| Mr. Sanjay Shrishrimal |
Member |
Present |
Present |
| Mr. Dhirendra Shrishrimal |
Member |
Present |
Present |
Ms. Deeptimayee Vidushi |
Member |
Present |
Present |
II. CSR Committee's Responsibility Statement:
CSR Committees hereby states that the implementation and monitoring of CSR activities,
is in compliance with CSR objectives and Policy of the Company.
III. Disclosure under Corporate Social Responsibility:
The Board of Directors has constituted a CSR Committee comprising of four directors.
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and
the initiatives undertaken by the Company on CSR activities during the year are set out in
Annexure "4" of this report in the format prescribed in the companies
(Corporate Social Responsibility Policy) Rules, 2014.
That the company has disbursed/ transferred the CSR funds as per the statutory
obligations laid down in section 135 of the Act during the period under review.
25. MAINTENANCE OF COST RECORDS:
The Company maintains necessary cost records as specified by the Central Government
under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules,
2014.
26. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company
in accordance with the provisions of section 149 (7) of the Companies act, 2013 regarding
meeting the criteria of Independence laid down under section 149 (6) of the Companies Act
2013 and the rules made thereunder.
27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Board of Directors have established ‘Whistle Blower Policy' and ‘Code of
Conduct' for the directors & employees of the Company as required under the provisions
of Sec. 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board
and its powers) Rules, 2014.
28. PARTICULARS OF EMPLOYEES:
The Statement containing the names and other particulars of the employees of the
company as required under Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended to this Board Report as Annexure 5.
29. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
In terms of the Regulation 34(2)(e), and Schedule V of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis
Report forms the part of this Board Report as Annexure 6.
30. CORPORATE GOVERNANCE:
The disclosure requirements as required under Para C of the Schedule V of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations 2015, are not applicable
to the Company pursuant to Regulation 15(2), since the company is listed on the SME
Exchange.
31. ANNUAL EVALUATION OF BOARD, ETC.
The Nomination and Remuneration Committee has formulated criteria for evaluation of the
performance of the each of the directors of the Company. On the basis of said criteria,
the Board and all its committees and directors have been evaluated by the Board of the
Directors and Independent Directors of the Company.
32. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE 2016:
There are no applications made during the financial year 2024-25 by or against the
company and there are no proceedings pending under the Insolvency and Bankruptcy Code
2016.
33. DETAILS OF DIFFERENCES 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:
Your company has not made any one-time settlement with any of its lenders.
34. MATERNITY BENEFIT:
Your Company 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.
35. CHANGE IN REGISTERED OFFICE OF THE COMPANY:
During the year, there is no change in Registered office of the Company.
36. CHANGE IN NATURE OF BUSINESS:
During the year, Company has not changed its nature of business.
37. CREDIT RATING:
During the Financial year 2024-25, CRISIL Ratings Limited, Credit Rating Agency, has
given rating on the Bank Loan facilities of the Company on 10.06.2024 as follows:
Long Term Rating: CRISIL BBB+/Stable (Downgraded from 'CRISIL A-/Stable') Short Term
Rating: CRISIL A2 (Reassigned)
As per CRISIL, this rating downgrade was on the basis of Audited Financials of FY24
wherein turnover of the company came down substantially. We pointed out to CRISIL that
even though the operations of the company had increased substantially, the turnover of the
company had come down due to fall in commodity rates.
38. BUSINESS RESPONSIBILITY REPORT (BRR):
The Business Responsibility Report as required under Regulation 34(2)(f) of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations 2015, is not applicable on
the company for the Financial Year ended March 31, 2025.
39. PREVENTION OF INSIDER TRADING:
The Code of Conduct for Prevention of Insider Trading - 2019, as approved by the Board,
inter alia, prohibits trading in the securities of the Company by the Directors and
employees while in possession of unpublished price sensitive information in relation to
the Company.
40. INDUSTRIAL RELATIONS:
The company has maintained good industrial relations on all fronts. Your directors wish
to place on record their appreciation for the efficient services rendered by the employees
of the company.
41. ACKNOWLEDGEMENTS
The directors place on record their sincere appreciation for the assistance and
co-operation extended by Banks, Employees, Investors and all other associates and look
forward to continue fruitful association with all the business partners of the company.
|
For and on Behalf of Board of Directors, |
|
|
KN Agri Resources Limited |
Date: 01.09.2025 |
Vijay Shrishrimal |
Dhirendra Shrishrimal |
Place: Raipur |
Chairman & Managing Director |
Whole-time Director & CFO |
|
DIN: 00323316 |
DIN: 00324169 |