The Directors have pleasure in submitting their 36th Annual Report on the business and operations of the Company and its subsidiaries audited Ind AS financial statements for the financial year ended 31st March, 2024 along with comparative Financial Statements for the financial year 2022-23.

FINANCIAL RESULTS (standalone)

FINANCIAL RESULTS (Consolidated)

REVIEW OF OPERATIONS

During the financial year 2023-24 the total turnover of your Company stood at Rs. 90,41,15,295.00/-. Your Company witnessed an increase of 48.48% in turnover from that of the previous year. Revenue from operations for financial year March 31, 2024 stood at Rs. 904,U5,295.00/-There is an increase in the total revenue by Rs.29,52,13419/- from that of the previous year. The amount of depreciation and amortisation stood at Rs. 44,55,686.48/- the total comprehensive income of the Company for the period is Rs. 7,76,77,686.59/-

The Management Discussion and Analysis Section focuses on your Company's strategies for growth and the performance review of the businesses/operations in depth.

There were no material changes and commitments to affect the financial position of the Company in between the end of the financial year on 31.03.2024 and the date of this report

TRANSFER TO RESERVES

It is to be noted that no amount was transferred to the reserves during the financial year ended 31st March, 2024.

DIVIDEND

Your Directors do not recommend payment of dividend for the year ended March 31, 2024.

DEPOSITS

You would be delighted to notice that 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.

UNSECURED LOAN FROM DIRECTORS AND PROMOTORS

The details of unsecured loan(s) from Directors of the Company for the period under review are as follows;

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

Except Kings Maritech Ecopark Limited & Kings SISTA360 Private Limited that your Company does not have any subsidiary, joint ventures or associate companies.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act, 2013, your Directors confirm that

(a) In the preparation of the Annual Accounts, your Company has followed applicable accounting standards and it is also important to note that there have been no material departures.

(b) The Board was consistent enough to select and apply such accounting policies that they allowed it to make judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit it earned for that year.

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records In accordance with the provisions of the Companies Act, 2013 to safeguard the assets of your Company and to prevent and detect any fraud and other type of irregularities.

(d) They have prepared the annual accounts on a going concern basis.

(e) They had laid down internal financial controls to be followed by the Company and that such internal financial controls were not only adequate but they were also in effective operation.

(f) They devised proper systems that were adequate and effectively operational to ensure compliance with the provisions of all applicable laws

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Shaji Baby John, Chairman & Managing Director, Mr. Baby John Shaji, Joint Managing Director, Mr. Balagopalan Veliyath, Whole time Director Mr. Lalbert Aylasilisi, Chief Financial Officer, Ms. Nanditha T, Company Secretary & Compliance Officer are the Whole-time Key Managerial Personnel of the Company.

Mr. Seni Prabhakaran & Dr.lssac P John inducted in the Board as an Additional Director in the capacity of Non-Executive Independent Director of the Company w.e.f 02.09.2024.Further Adv.Narayana Pillai Rajendran & Adv.Rathina Asohan,Non-Executive Independent Directors shall retire from the office of the Directorship on 25th September 2024.

The Board further considered the declarations given by independent directors under Section 149 (6) and the Company's policy on directors' appointment and remuneration that include criteria for determining qualifications, positive attributes and independence of a director. The Board besides making a self-evaluation of its performance also went into the performance showcased by its committees and individual directors. No Director was disqualified under Section 164 of the Companies Act, 2013. _

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT.

MEETINGS OF THE BOARD

Eight (8) meetings of the Board of Directors were held during the year. Details of Board meetings are included in Corporate Governance Report

STATUTORY AUDITOR

M/s. Elias George and Co, Chartered Accountants (FR No. 000801S), Kochi, were appointed as the Auditors of the Company at the Annual General Meeting held on September 28,2022 to hold office for a period of 5 consecutive years. Necessary certificate has been obtained from the Auditors as per Section 139 (l) of the Companies Act, 2013. The Auditor's observations are suitably explained in notes to the accounts and are self-explanatory.

The Auditors' Report for the financial year ended March 31,2024 does not contain any qualification, reservation or adverse remark. Pursuant to provisions of section 143 (12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit during the period under review.

SECRETARIAL AUDITOR

The Board has appointed Ms. Sindhuja Porselvam, Practicing Company Secretary as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2024-25. The secretarial audit report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report as Annexure - A. The findings of the audit have been satisfactory.

PUBLIC SHAREHOLDING

About 31.21% of the paid up equity share capital of the Company is held by the public shareholders. The category-wise shareholdings are reported in the "Extract of Annual Return" forming part of the annual report.

LISTING AND DEMATERIALISATION

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL at the earliest. It would be valid to note that effecting transfer in Physical Form is not allowed from December 5, 2018.

LISTING AND DEMATERIALISATION

The Annual return in form MGT-7 as required under Section 92 of the Act read with Companies (Management & Administration) Rules, 2014, is provided on the website of the Comoanv.

AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report.

RELATED PARTY TRANSACTIONS

All transactions entered with related parties during the year under review are on arm's length basis and In the ordinary course of business. There were no materially significant related-party-transactions which could have had a potential conflict with the interests of the Company.

The Company did not enter into any other contract/ arrangement/transaction with related parties that could be considered material as per Listing Agreement with Stock Exchanges during the reporting period. Other the transactions for which approvals were sought for, the Company also did not make any related-party-transactions that are materially significant with promoters, directors, key managerial personnel or other designated persons, during the year. Accordingly, AOC-2 is not applicable to the Company.

There were no transactions with any person or entity belonging to the promoter/promoter group relating which hold(s) 10% or more shareholding in the Company.

The Board of Directors, as recommended by the Audit Committee, has adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy has been uploaded on the website of the Company. There has been no change in the policy since the last fiscal year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INFLOW & OUTFLOW

Pursuant to provisions of Section 134 (3)(m) & Rule 8 (3)(a) of Companies (Accounts) Rules, 2014 the details of energy conservation, technology absorption and foreign exchange earnings and outgo have been given below.

(a) Conservation of energy &Technology absorption

Your Company continues its efforts to improve energy conservation and utilization most efficiently to nurture and preserve the environment and to exploit all its avenues to adopt latest technology in its operations by resorting to sustainable business practices that are globally acceptable.

(b) Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the yean The Foreign Exchange outgo during the year in terms of actudl outflows: NA.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to listing agreement with Stock Exchanges, report on Corporate Governance along with Auditors statement on its compliance and Management Discussion and Analysis has been included in this Annual Report as separate annexure.

STRATEGIC INITIATIVES:

• The core areas of focus for the Company were Aquaculture and Seafood Exports. The Company made significant strides in both these areas during the year under review.

• Kings Infra launched Kings SISTA360 Pvt Ltd in September 2023 as a technology interface platform dedicated to support the Aquaculture industry. The platform will register hatcheries, nurseries, feed and probiotic suppliers, buyers, processors, equipment suppliers, consultants, etc. creating a sustainable and traceable aquaculture ecosystem.

The Company's strategy is to grow the entire value chain by expanding Aquaculture Operations by utilising the SISTA360 protocol.

• Kings Infra made significant strides in expanding its global footprint during the last year in the field of Exports, with its long-term Memorandum of Understanding (MoU) with Shanghai RSF Trading Company, a joint venture of Japan Food Services Company and launching the KINGS RISHIFU brand shrimps in China market.

• In view of the increased volume of export business, the Company has contracted and started processing with existing plants in Kerala to enhance capacity and market share.

• Kings Bento, the QSR Brand will be introducing ready-to-eat and ready-to-cook seafood products in retort and frozen seafood products under the guidance of Central Institute of Fisheries Technology (CIFT). Trials are in the final stage and on successful completion of the trials, these products are expected to be ready for launch during the third quarter of 2024-25.

• Kings Maritech Eco Park Limited (KMEPL) is setting up the first-ever state-of-the-art eco-friendly mariculture tech park at Tuticorin, Tamil Nadu, consisting of 100 Eco Mariculture Units (EMU), a unique design utilizing Al, loT, ML, Sensor Technology and multiple filtration systems to create a Bio-secure-Ecosystem for the optimum growth of shrimps in indoor precision aquaculture. The work on the project will commence during the third quarter of 2024-25.

• In order to facilitate the timely movement of products, the Company will have a Logistics Division with Reefer & Insulated Trucks and Cold Storage Warehouse facilities. This Division is proposed to be launch in the second quarter of 2024-25.

• A unique venture from Kings Infra to be launched during the first quarter of 2024-25 is the Aqua Health Care division which has developed a wide range of products for the aqua farms and farmers. These products were tried and tested at our own Farm and its usage enabled us to increase our productivity and quality. These products shall now be marketed to the aqua farmers to enable them to increase their productivity and enhance quality.

• Kings Infra has large tracts of land parcels located in strategic locations in Bangalore, Tuticorin and Kochi. Steps have been initiated for working out the monetization of these land parcels. This process will commence in the FY24-25

PERSONNEL

None of the employees is in receipt of remuneration in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure - C and forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has set up corporate social responsibility Committee in pursuance of the provisions of section 135 and Rules thereto and schedule VII of the Companies Act, 2013.

The Corporate Social Responsibility Committee has constituted on 30.08.2023 with the following members:-

Mr. Baby John Shajl -Chairman

Mr. Shaji Baby John - Member

Dr. Thirunilath Vinayakumar - Member

A Corporate Social Responsibility Policy in line with Section 135 and Schedule VII of the

Companies Act, 2013 has been framed which includes activities to be undertaken by

the Company as specified in Schedule VII and has been approved by the Board.

CSR Committee recommends the amount of expenditure to be incurred on the

activities and monitors the Corporate Social Responsibility Policy of the Company

from time to time.As a responsible company, Kings Infra Ventures Limited believes in

contributing actively for the social welfare of people. The CSR Policy is disclosed in the

website of the company as approved by the Board of Directors on

https://www.kingsinfra.com/policies/csr-policy/.

ISSUE OF SECURED NON-CONVERTIBLE DEBENTURES

The Board of Directors of the Company vide resolutions dated 14th February, 2020 and 30th May 2020 approved the issue of secured redeemable non-convertible Debentures ('NCD') of Rs.1000/- each aggregating to Rs.25,00,00,000 on a private placement basis for meeting its ongoing funding requirements for expansion. The issue is secured by creating sufficient charge on Company's 26 Crore valued property situated at Rayimel Desom, Puthuvassery Kara, Chengamandu Village, Aluva Taluk, Ernakulam District, Kerala in favor of Debenture Trustee M/s. Vistra ITCL Limited.

Due to the difficulties investors faced due to COVID-19, the Company extended the issue until 31.03.2022. The issue closed on 31.03.2022, with a total subscription of Rs. 9,84,72000/- (Rupees Nine Crores Eighty Four Lakhs Seventy Two Thousand only).

In order to further expand our business operations, the company may offer Non-Convertible Debentures (NCDs) to identified investors, subject to necessary approvals and consents. Accordingly, it is obtained the consent of debenture holders of the Company in order to partially release property valued at Rs.12.5 Crore out of a total property valued at Rs 25 Crore mortgaged in favour of Debenture Trustee M/s Vistra ITCL (India) Limited. The Company had issued 91765 debentures with a face value of Rs.1000/- aggregating to Rs.ll,12,70,000/- on 27th September 2023.

The Company has consistently maintained adequate security coverage, has maintained regular payment of interest and principal, and the partial release of assets of the Company shall not adversely affect debenture holders' interests. A credit rating of IVR BB-stable has been assigned to the Company by CRISIL Ratings Limited.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loans, guarantees or investments under the provisions of Section 186 of the Companies Act, 2013.

BUSINESS RISK MANAGEMENT

The details of Risk Management Policy are included In the Management Discussion & Analysis, which form part of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which form part of this report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the directors is in accordance with the Nomination and Remuneration Policy of your Company formulated In accordance with Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification (s) or re-enactment for time being in force) .

The salient aspects covered in the Nomination and Remuneration policy have been outlined in the Corporate Governance Report which forms part of this report. The full-policy is available at on the website of the Company at web link httD://www.kinasinfra.com/Dolicies.html.

The statement containing the details required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(l), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached as 'Annexure B' which forms part of this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of caste, creed or social class of the employees. No complaint from women employees was received during the year regarding sexual harassment During the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

BOARD EVALUATION

The Board of Directors carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements), Regulation, 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition, its structure, its effectiveness, information and functioning.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as composition of committees, effectiveness of committee meetings etc. The Board 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 issues to be discussed, meaningful and constructive contribution and inputs during meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The performance of non-independent Directors, the board as a whole and the Chairman was evaluated by the Independent Directors taking into account the views of Executive Directors and Non-Executive Directors.

GENERAL

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

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise

2. Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.

3. Disclosure regarding remuneration or commission to Managing Director or the Whole-time Directors from subsidiaries is not applicable since there are no subsidiaries.

4. There is no change in the nature of business.

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

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with its employees at all levels and looks forward to their continued support and higher level of productivity for achieving the targets set for the future.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to Shareholders request at the minimum. Priority is accorded to address all issues raised by the Shareholders and provide them a satisfactory reply at the earliest possible time. The shares of the Company are listed in Bombay Stock Exchange and continue to be traded in electronic form and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to Bankers, Share Transfer Agents, Auditors, Customers, Suppliers and Regulatory Authorities for their timely and valuable assistance and support. The Board values and appreciates the professionalism, commitment and dedication displayed by employees at all levels. Your Directors are thankful to the shareholders for their continued support and confidence.

By order of Board of Directors For KINGS INFRA VENTURES LIMITED

sal- sal-

Shaji Baby John Baby John Shaji

Chair man & Managing Director Joint Managing Director

D 01019603 D V G34G86G2

Kochi

0209.2024