Equity Analysis

To

The Members,

The Directors have the pleasure of submitting their 35th Annual Report on the business and operations of the Company audited Ind AS financial statements for the financial year ended 31st March 2023 along with comparative Financial Statements for the financial year 2021-22.

During the financial year 2022-23 the total turnover of your Company stood at Rs. 608,901,876.00/-. Your Company witnessed an increase of 52.95% in turnover from that of the previous year. Revenue from operations for financial year March 31, 2023 stood at Rs. 608,901,876.00/-There is an increase in the total revenue by Rs.21,45,04,940.14/- from that of the previous year. After providing for depreciation and amortisation of Rs.2,760,021.15/- the total comprehensive income of the Company for the period is Rs.58,118,865.70/-

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 31.03.2023 and the date of this report.

It is to be noted that no amount was transferred to the reserves during the financial year ending 31st March 2023.

Your Directors do not recommend payment of dividend for the year ended March 31, 2023.

You would be delighted to notice that your Company has not accepted any deposits from the public and as such no amount on account of principal or interest on deposits from the public was outstanding as of the date of the balance sheet.

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

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

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.

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. The term of appointment of Mr. Shaji Baby John, expired on 31st May, 2020. He was reappointed by the Board of Directors for 5 years with effect from 1stJune, 2020.

Mr.Chundezham Karunakara Panicker Gopalan Nair, Non-Executive Non-Independent Director has been resigned from the Company w.e.f 14.11.2022

Consequent to the resignation of Mr. Chundezham Karunkara Panicker Gopalan Nair based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors have appointed Mr. TharayilPius Jolly(DIN:) as an Additional Director w.e.f 14.11.2022. The Board, based on the recommendation of the NRC, also approved the appointment of Mr. Tharayil Pius Jolly as an Non-Executive NonIndependent Director of the Company, subject to the approval of Members as special resolution passed by the way of Postal Ballot.

Further no other director was appointed nor anyone retired or resigned during the financial year 2022-23.

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.

There have been no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year i.e. 31 March. 2023

Five (5) meetings of the Board of Directors were held during the year. Details of Board meetings are included in Corporate Governance Report.

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 (1) 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, 2023 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.

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 2022-23. 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.

About 28.31% 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.

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.

Extract of Annual Return (Form MGT-9) pursuant to Section 92 of Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure - B.

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

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.

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 year:

The Foreign Exchange outgo during the year in terms of actual outflows: NA.

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.

Our company stands among the pioneers in the seafood and aquaculture industry in the nation. Surging ahead in the field, the company has entered into numerous partnerships and agreements with institutions and market players.

Kings Infra has signed a pact with the Central Institute of Fisheries Technology for developing ready to eat and ready to serve fish products by adopting steam or water immersion technology capable of achieving very long shelf life under normal room temperature without using any chemical additives or preservatives in accordance with the stipulations of the US FDA and other regulatory. Hence the improved process requires less chemical use. We have also entered into an agreement with CIFT for licencing a new technology for production of Chitin and Chitosan from shrimp shell that is normally a waste product generated from the processing of shrimps. The new processes improve the chitin and chitosan quality and incur less cost for the process. The protein separated can be used for many products including feed and other bio active molecules. The innovative project would also help in providing an opportunity for optimising ingredients, processing and heating conditions of the region-specific ethnic dishes. These developments are in line with the company's vision of building a fully integrated, zero waste, sustainable food producer.

Kings Infra, renowned for its pioneering contributions to semi-intensive aquaculture farming in India, has stood as a prominent figure in marine product processing and export for the past four decades. Venturing into the retail consumer market marks yet another significant milestone in the company's illustrious four-decade journey. King Fresh Seafood represents the yet another stride in Kings Infra's comprehensive vision of evolving into a 'farm-to-fork' enterprise, implemented gradually and systematically.

Our company has entered into MoU with Atomes Group to advance and promote antibiotic-free, sustainable, and traceable aquaculture practices within the country. The deal between the two companies will enable antibiotic-free aquaculture products which will enable better access and acceptability of the aquaculture products in the international market.

The company, after stabilising its proprietary aquaculture technologies is presently focussing to build a sustainable and traceable supply chain so that the company's products can be placed higher in the value chain. These strategies have attracted in getting reputed International companies like Shanghai RSF Trading Company for Kings RISHIFU brand and JH&Co for the US market entry, associated with Kings Infra which will improve the top line and bottom line of the business exponentially.

These initiatives have propelled Kings Infra to secure a steadfast position in the market. The company is now poised to take further strides, aiming not only to sustain but also to enhance its market presence and recognition.

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 - G and forms part of this Report.

During the financial year 2022-2023 the Company does not come within the purview of Corporate Social Responsibility.

Pursuant to the provision of Section 177 (9) of the Companies Act, 2013 the Company has established a vigil mechanism for Directors and employees to report matters concerning unethical behavior, actual or suspected fraud or violation of the Company's code of conduct.

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 its aquaculture division, the company may offer NonConvertible 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.9,17,65,000/- on 22.08.2023.

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 B + /stable has been assigned to the Company by CRISIL Ratings Limited.

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

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

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 http://www.kingsinfra.com/policies.html.

The statement containing the details required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1), 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 C' which forms part of this Report.

The Company confirms that it has paid the annual listing fee for the year 2023-24 to BSE where the Company's shares are listed.

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.

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.

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 Tribunals which impact the going concern status and Company's operations in future.

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.

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.

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 Sd/-

Shaji Baby John

DIN: 01018603

Sd/-

Baby John Shaji Joint Managing Director

DIN: 03498692

Kochi

30.08.2023

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

All the business activities contributing 10% or more of the total turnover of the Company shall be stated

(i)Category-wise Shareholding

#The Nomination and Remuneration Committee approved the request of the Managing Director to waive his right to receive salary from November 2016 onwards.

**Nomination and Remuneration Committee approved the request of Managing Director to waive his right to receive salary from November 2016 onwards.

** Nomination and Remuneration Committee approved the request of Managing Director to waive his right to receive salary from November 2016 onwards.

The percentage increase in the median remuneration of employees during the year is 8.00%.

It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is as per the Remuneration Policy of the Company.

For and on behalf of the Board of Directors

Sd/-

Shaji Baby John Chairman & Managing Director DIN: 01018603

Kochi

30.08.2023

The Members,

CIN: L05000KL1987PLC004913

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/S. Kings Infra Ventures Limited; (hereinafter called the company) (CIN: L05000KL1987PLC004913) Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the M./s. KINGS INFRA VENTURES LIMITED, books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31/03/2023 has complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. KINGS INFRA VENTURES LIMITED for the financial year ended on 31/03/2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

The company has duly complied with the procedure laid under The Companies Act 2013 and forms, returns in this connection have been duly filed, and there are no adverse remarks or qualification in this aspect.

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

4. The Securities and Exchange Board of India (Share based Employees Benefits) Regulations, 2014

5. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

7. The SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

(vi) As informed to me the following other Laws specifically applicable to the Company as under

1. Factories Act, 1948 2.Industrial dispute Act, 1947

3. The Employees' Provident Funds and Miscellaneous Provisions Act, 1952

4. Employees' State Insurance Act, 1948 5.Shop & Establishment Act, 1948

6. The Code on Wages, 2019

7. The Payment of Gratuity Act, 1972

8. The Contract Labour (Regulation and Abolition) Act, 1970

9. The Maternity benefit Act, 1961

10. The Child Labour Prohibition and Regulation Act, 1986

11. The Industrial Employment (Standing Order) Act, 1946

12. The Employee Compensation Act, 1923

13. The Apprentices Act, 1961

I have also examined compliance with the applicable provisions of the following:

• Secretarial Standards issued by The Institute of Company Secretaries of India.

• The Regulation 17(8) of SEBI (LODR) Regulation, 2015 entered into by the Company with Bombay Stock Exchange of India Limited;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

The company has duly complied with the various provisions contained in the Act; there are no remarks as on date of issue of the report.

I further report that:

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors, and Women Director. There is no change in the composition of the Board of Directors during the Financial Year under review.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting member's views, if any are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there were no specific events/ actions in pursuance of the above referred laws, rules, regulation, guidelines, etc. having a major bearing on the companies affairs.

Place: Chennai Date: 26/08/2023

Name : Sindhuja Porselvam CP No: 23622 UDIN : A044831E000870623

To

The Members

CIN: L05000KL1987PLC004913

Our report of even date is to be read along with this letter.

• Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

• We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

• We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

• Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

• The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

• The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: Chennai SINDHUJA PORSELVAM