K P R Mill Ltd Directors Report

Dear Members,

The Board of Directors take pleasure in presenting the report on the operations and business of the Company along with Audited Financial Statements for the Financial Year ended 31sl March, 2025.

FINANCIAL RESULTS (^ in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Sales and Other Income
Domestic Sales	2,55,455	2,48,802	3,57,222	3,57,243
Export Sales	1,50,817	1,41,639	2,56,351	2,25,145
Other Income	33,379	35,321	32,653	30,306
	4,39,651	4,25,762	6,46,226	6,12,694
Profit before Interest & Depreciation	94,494	79,918	1,32,042	1,30,395
Less : Interest	1,996	2,284	4,977	7,437
Depreciation	8,973	8,163	20,787	18,919
Profit Before Tax	83,525	69,471	1,06,278	1,04,039
Less : Taxation:-
Provision for Current Tax	17,498	13,227	23,324	21,430
Tax relating to earlier years	135	254	357	(44)
	17,633	13,481	23,681	21,386
Deferred Tax expense / Credit	588	498	1,086	2,118
Profit After Tax	65,304	55,492	81,511	80,535
Other Comprehensive Income (Net of tax)
Total Comprehensive Income	65,304	55,492	81,511	80,535

REVIEW OF OPERATIONS

In the Financial Year 2025, yarn business improved compared to previous year due to stable cotton price. The establishment of exclusive vortex spinning mill has increased the yarn production. Ramping up of Garment unit at Chengapally has increased the Garment production. Installation of additional solar power resources has resulted in lower power cost. High quality products and the Goodwill earned among the leading buyers ensure continuous Garment orders.

WAY FORWARD

The new Financial Year has begun and the Government has also announced several policy measures with the objective of enhancing the manufacturing capacity of the country, with common infrastructure facilities and targeting exports to the tune of $100 Billion by 2030. With the momentum of growth in the textile industry translating into promising future, the entire industry is on the path to embracing the recent economic development and all set to achieve a faster growth during this fiscal.

EXPANSION AND MODERNISATION

Our Spinning Division being the maiden segment of our integrated operations, its continuous modernization is crucial for increasing the productivity & quality, besides reducing costs and improving competitiveness, both domestically and globally, further modernization of spinning machinery has been carried outdaring the year. The Company is carefully watching and studying the market opportunities to effectively navigate and capitalize it with appropriate plans to further the growth of the Company.

DIVIDEND

Considering better performance and strong liquidity during the

year, the Board of Directors have declared an Interim Dividend

@ 250% on equity shares (Rs.2.50 per Equity Share) at their meeting held on 03.02.2025. The Board in its meeting held on 09.05.2025 has also recommended a Final Dividend @ 250% on equity shares (Rs.2.50 per Equity Share) subject to the approval of the Members of the Company at the 22nd (Twenty Second) Annual General Meeting, thus aggregating to 500% (Rs.5 per Share on

Equity Share of the Face Value of Rs.1 each), for the Financial

Year 2024-25.

RESERVES

Your Directors do not propose to transfer any amount to the

reserves.

FINANCE

Led by the successful financial planning, comfortable financial position continued during the year also. Some of the term loans availed were repaid.

SUBSIDIARYCOMPANIES

The statements pursuant to Section 129(3) of the Companies Act, 2013 (Hereinafter referred to as the Act) in Form AOC - T containing the details of following Wholly Owned Subsidiary Companies forms part of this Annual Report. However as required by the Act, we give below a brief report on their performance.

I. K.P.R. Sugar Mill Limited II. KPR Sugarand Apparels Limited III. Jahnvi Motor Private Limited IV. Quantum Knits Pvt. Limited V. Galaxy Knits Limited VI. KPR Exports Plc VII. KPR Mill Pte. Ltd.

SUGARANDCOGEN

As the worlds second largest Sugar producer, Indian Sugar Industry plays a vital role in the Indian economy. Consumption has been on a growth curve historically, making it the worlds largest consuming country, whereas production has been more of a cycle. Presently, the sugar industry is controlled at all points of the value chain. During the year under review, the Industry witnessed significant challenges like Sugarcane Acreage, increased fair remunerative price by Central Government, reduced domestic production, financial pressures etc.

ETHANOL

The restriction imposed by the Central Government in manufacture of Ethanol, has impacted the financials of our sugar segment. India has previously set 2030 as the year to achieve the 20% blending target, but has brought the target forward in the last two years and has achieved 19% as of now. Advancing the ethanol blending target is significant for India because ethanol has a promising outlook for contributing to the countrys energy transition goals and alleviating its heavy reliance on oil imports. In the Sugar Season 2024-25 the crushing started in December 2024. With the removal of the restriction on production of Ethanol from juice imposed during the last season by the Central Government, it is hoped that the Ethanol production as well the performance may improve in the current year.

K.P.R. SUGAR MILL LIMITED

The sugarcane crushing commenced in November 2024, produced 54,850 MT of Sugar. The Co-gen plant produced 1,104.72 lakh units of Power. Out of the above, 630.72 lakh units were sold and 474 lakh units were captively consumed.

During the year 35,372.97 KL of Ethanol was produced, using Sugar Syrup & Molasses and the entire production are meant for Oil Marketing Companies.

Considering better performance and strong liquidity during the year, its Board of Directors had declared an Interim Dividend @ Rs.200 per Equity Share at their meeting held on 22.07.2024.

Subsequently, the Board in its meeting held on 27.01.2025 has also declared a Second Interim Dividend @ Rs.200 per Equity Share thus aggregating to Rs.400 per Share (on Equity Share of Face Value of Rs.10 each), for the Financial Year 2024-25.

KPRSUGARAND APPARELS LIMITED

The sugarcane crushing commenced in November 2024, produced 70,000 MT of Sugar. The Co-gen plant produced 1,377.03 lakh units of power. Out of the above, 870.40 lakh units were sold and 506.63 lakh units were captively consumed. During the year 33,224.84 KL of Ethanol was produced using Sugar Syrup & Molasses and the entire production are meant for Oil Marketing Companies.

Its Board of Directors had declared an Interim Dividend @ Rs.350 per Equity Share of Face Value of Rs.10 each at their meeting held on 22.07.2024.

JAHNVI MOTOR PRIVATE LIMITED

During the year, the Company could sell 114 Audi Cars and earned a revenue of Rs.80.40 Crores. Its Board of Directors had declared an Interim Dividend @ Rs.10 per Equity Share of Face Value of Rs.10 each at their meeting held on 22.07.2024.

QUANTUM KNITS PVT. LIMITED

The garment business has been consolidated for effective management.

GALAXY KNITS LIMITED

The Company has not yet commenced its operation.

KPR EXPORTS PLC (ETHIOPIA)

As informed in the earlier report, we have already approached the Ethiopian Authorities seeking their assistance to formally close the Apparel manufacturing unit at Ethiopia due to civil disturbance and to bring back capital materials therein. The same is under progress.

KPR MILL PTE. LTD (SINGAPORE)

Upon our request the Accounting and Corporate Regulatory Authority (ACRA) of Singapore had struck off the Company from their Register w.e.f 20.02.2025.

DEPOSITS

The Company has not accepted any deposits from public during the year under review.

DIRECTORS

Taking note of the completion of the second term of Five consecutive years by Dr.S.Renganayakei, Independent Director (DIN: 07116244) of the Company and the consequential cessation of her office in the Company with effect from 11lh March, 2025 the Board placed on record its sincere appreciation for the invaluable services rendered by herduring the tenure.

Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company had appointed Mr.M.V.Jeganathan, (DIN:10722925) as an Additional Directors in the capacity of Non-Executive Independent Director of the Company for a term of five consecutive years w.e.f. 11th March, 2025. Pursuant to the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, the aforesaid Directors is registered with the ‘Independent Directors Data Bank maintained by the Indian Institute of Corporate Affairs.

The Shareholders of the Company have also approved the Re-appointment of Managing Directors & Whole-time Director and Appointment of new Independent Director of the Company by passing the Special / Ordinary Resolutions, as may be applicable through Postal Ballot on 21.04.2025.

The Company has adequate Independent Directors in compliance with the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (Hereinafter referred to as Listing Regulations). Familiarization Program on the Company and its operation was conducted for the Independent Directors. Requisite declaration from the Independent Directors of the Company under Section 149 (7) of the Act confirming that they meet with the criteria of their Independence laid in Section 149 (6) of the Act have been obtained.

The Board is of the opinion that the Independent Non-Executive Directors of the Company including those appointed during the year possess requisite qualifications, expertise and experience and they hold highest standards of integrity.

For re-appoinment of Mr. C.R. Anandakrishnan (DIN: 00003748) and Mr. E.K. Sakthivel (DIN: 01876822), Executive Directors, whose term will be over before the ensuing/next Annual General Meeting, suitable Resolutions have been included in the notice of ensuing Annual General meeting. The Nomination & Remuneration Committee and the Board have recommended their re-appointment for a further term of 5 years.

Mr. P. Selvakumar (DIN: 07228760), Whole Time Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL AND MANAGERIAL

REMUNERATION CRITERIA

In pursuance of the Act the Company has Key Managerial Personnel. None of the Managing Directors or Whole Time Directors receives any remuneration or commission from the Subsidiary Companies and the remuneration paid to them is within the purview of the provisions of Section 197 of the Act. The Company pays remuneration by way of salary, perquisites, commission etc., to its Chairman, Managing Directors and fixed monthly remuneration to its Executive Directors and Whole Time Director in line with the approvals accorded by the General Meetings and in pursuance of the recommendation of the Nomination and Remuneration Committee as per the guiding principles laid down in the Nomination and Remuneration Policy. The information as required by Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended and forms part of this report.

ANNUAL PERFORMANCE EVALUATION

In line with the criteria evolved by the Nomination and

Remuneration Committee, the performance of all Directors, Committees, Chairman etc., have been evaluated pursuant to the provisions of the Act and the Listing Regulations.

COMMITTEES

As required by the provisions of the Act and Listing Regulations, the Company has already formed the following Committees, the details of which are disclosed in the Report on Corporate Governance forming part of this Report.

I. Audit Committee

II. Stakeholders Relationship Committee III. Nomination and Remuneration Committee IV. Corporate Social Responsibility (CSR) Committee V. Risk Management Committee

POLICIES

In pursuance of the Act and the Listing Regulations, the following policies have been framed and disclosed on the Companys website https://www.kprmilllimited.com/policy I. Nomination & Remuneration Policy The Web-link -https://bkend.kprmiHlimited.eom/media/docurnents/5.KP

R-NR-Policy. pdf

II. Related Party Transaction Policy

III. CSR Policy

IV. Whistle Blower Policy consisting of Vigil Mechanism V. Policy on Determining Material Subsidiaries VI. Code for Fair Disclosure VII. Risk Management Policy VIII. Dividend Distribution Policy The Web-link -https://bkend.kprmilllimited.cQm/media/docu.ments/DD- Poljcy.pdf IX. Policy for Disclosure of Material Events / Information X. Policy on Succession Planning for Board and Senior Management

RISK MANAGEMENT

Pursuant to section 134(3) (n) of the Act & Regulation 17(9)ofthe Listing Regulations, the Company has a Risk Management Policy and has constituted a Risk Management Committee. The Risk Management Committee held its meetings on 19.06.2024 and 09.01.2025 in which all members were present.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has an established Vigil Mechanism for Directors and Employees to report concerns about unethical behaviors, actual or suspected fraud or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of Directors/Employees who avail ofthe mechanism. The Company affirms that no personnel have been denied access to the Audit Committee. The Company has a Policy of Vigil Mechanism and has established a mechanism that any personnel may raise reportable matters. All suspected violations and reportable matters can be reported to the Chairman ofthe Audit Committee at e-mail id whistleblower@kprmill.com. The key directions / actions can be informed to the Chairman/ Managing Director of the Company. The Whistle Blower Policy has been reviewed by the Board of Directors and displayed in the Companys website.

CSR EXPENDITURE

During the year, in pursuance ofthe recommendations ofthe CSR committee, the Company has contributed Rs.1680 Lakhs (2.04% of the average three years net profit of the Company) towards implementing the CSR activities. Annual Report on CSR, as required by the Act, is appended. The CSR policy is available on the website of your Company at https://bkend.kprmilllimited.eom/media/documents/1. CSR Poli cy of KPR Limited.pdf

BOARD MEETINGS

The Board of Directors met Four times during the financial year on 02.05.2024, 31.07.2024, 05.11.2024 and 03.02.2025 in the physical mode. The Composition of Board, procedure, venue, dates, time and other details are included in the Corporate Governance Report that forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in annexing the Consolidated Financial Statements pursuant to the provisions of the Act and the Listing Regulations. They are prepared in accordance with the Ind-AS prescribed by the Institute of Chartered Accountants of India, in this regard.

PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS

The Company has duly complied with the provisions of Section 186 of the Act and as required therein the details of theBorrowings, Security, Investment etc., are annexed by way of notes to accounts.

RELATED PARTYTRANSACTIONS

All Related Party Transactions that were entered into during the financial year were only between the Holding Company and Wholly owned Subsidiary Companies at arms length basis in the ordinary course of business, whose accounts are consolidated with the Holding Company and placed before the shareholders at the General Meeting for approval. However, as per regulatory requirements an omnibus approval of the Audit Committee for such transactions has been obtained. The Company has not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act. Accordingly, reporting of the same in Form No. AOC-2 is not applicable to the Company. However, the details of all transactions with related parties have been disclosed in Notes to the Standalone Financial Statement forming an integral part of thisAnnual Report.

The Transactions as required under Indian Accounting Standards Ind AS-24 are reported in Note 40 of the Notes to Accounts of the Standalone Financial Statements as well as Note 39 of the Notes to Accounts of the Consolidated Financial Statements of your Company. The Companys Policy on dealing with related party transactions is available on the Companys website.

EMPLOYEE WELFARE

Employee well-being involves a wide range of factors such as physical, mental, emotional and social health, all of which are interconnected and contribute to an individuals overall sense of well-being. At KPR, an employee- friendly environment is created through its innovative HR Policy where employees feel safe, supported, valued and respected. This means providing the necessary resources, policies and practices that promote not only physical health but also psychological and emotional support. The organizations prioritizing the employee well-being experience better performance, greater operational efficiency, and sustained long-term success. More than that in KPR, as a Social cause towards women empowerment and helping the marginalised society, the Policy is framed and followed continuously in true letter and spirit by the Promoters of the company, ever since the establishment of the Company.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and also for the matters incidental thereto. The Company has accordingly adopted the policy against Sexual Harassment of Women at Workplace, for the purpose of preventing, prohibiting and redressing sexual harassment of female employees at all the workplaces within the Company which are based on fundamental principles of justice and fair play.

According to the notifications of Ministry of Corporate Affairs dated

3T July 2018, Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013, has been formed and complied with. Further, Anti Sexual Harassment Committee constituted at each

unit shall be responsible for redressal of complaints related to sexual harassment. The details of all such Complaints and its proper redressal through prompt corrective steps are informed to the Top Management so as to ensure that suitable processes and

mechanisms are put in place to ensure that issues of sexual harassment, if any, are effectively addressed. During the year, no

complaints of sexual harassment were received by the Company

from any of its Units.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNINGSAND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to

be disclosed under the Act read with the Companies (Accounts)

Rules, 2014 are provided in the Annexure to the Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act, the Board of Directors of the Company hereby state and confirm that; I. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The Directors have selected 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 at the end of the

financial year and of the profit of the Company for the year

under review.

III. The Directors have taken proper and sufficient care for the maintenance of adequate record 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 arranged preparation of the accounts for the financial year ended 31.03.2025 on a going concern

basis.

V. The Directors have laid down internal financial controls to be

followed by the Company and that such internal financial controls are adequate and were operating effectively.

VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT

DISCUSSION AND ANALYSIS REPORT

Corporate Governance Report and Management Discussion and Analysis Report are attached to this Report. Certificate from the

Statutory Auditors of the Company confirming the compliance with

the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulation is also attached to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY

REPORT (BRSR)

In pursuance of Regulation 34(2)(f)ofthe Listing Regulations, the

Business Responsibility and Sustainability Report, containing the

initiatives taken by the Company from environmental, social and governance perspective, forms part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The details of internal financial control and their adequacy are included in the Report of Management Discussion & Analysis, which forms part of this report.

RATIO OF REMUNERATION TO EACH DIRECTOR

Details / Disclosures on Ratio of Remuneration of Director to the

median employees remuneration as required by the Act and Companies Rules are appended.

DETAILS REGARDING ISSUE OF SHARES

During the year under review the Company has not issued any shares.

AUDITORS

In the 19th Annual General Meeting of the Company held on

23.08.2022 M/s. B S R & Co LLP, Chartered Accountants (ICAI Firm Regn. No.101248W/W-100022) were re-appointed as

Statutory Auditors of the Company for a second term of five consecutive years from the Financial Year 2022-23.

AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any qualification. There were no frauds reported by the Statutory

Auditors under provisions of Section 143 (12) of the Companies

Act, 2013 and rules made thereunder.

COSTRECORDS

Pursuant to Section 148 of the Act, the Company is covered under

the limits specified under this Section and hence the Company has maintained proper books of accounts with all the particulars relating to the utilization of material, labour and to other items of cost.

COST AUDIT

In pursuance of Companies (Cost Records and Audit) Rules, 2014, the Company has appointed Mr. B. Venkateswar, Cost Accountant (M.No:27622) as Cost Auditor of the Company to

audit the cost records for the Financial Year 2025-26.

SECRETARIAL AUDIT REPORT & CERTIFICATES AND

SECRETARIAL STANDARDS COMPLIANCE

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). As required by the Act, a Secretarial Audit Report issued by a Company Secretary in practice (PCS), a Peer Reviewed Unit, in Form MR 3 is annexed with this report and it does not contain any qualification. Certificate from PCS that none of the Directors are debarred or disqualified forms part of this Annual Report. Annual

Secretarial Compliance Report certifying compliance of Listing Regulations has been obtained and filed with the Stock Exchanges.

ANNUALRETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in the prescribed form is available on the Companys website: https://www.kprmilllimited.com/financial-result

DETAILS OF DEMAT/UNCLAIMED SUSPENSE ACCOUNT

The status of unclaimed shares of the Company transferred to the demat account, K.P.R. Mill Limited - Unclaimed Shares Demat Suspense Account, in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is as follows:

Particulars	No. of. Shareholders	No. of. Shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	2	2750
Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	-	-
Number of shareholders to whom shares were transferred from suspense account during the year	-	-
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	2	2750

The Voting rights in respect of these shares will remain frozen till the time such shares are transferred from the Unclaimed Suspense Account to the concerned Shareholders.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year as on 31.03.2025 and the date of this Report.

NO CHANGES IN THE BUSINESS

Your Directors would like to inform that the Company is carrying on

regular business and there has been no change in its objectives.

GENERAL

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to: (a) Significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future; (b) Pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016 and (c) Instance of one-time settlement with any bank or financial institution.

Disclosures under sub rule 5 (xi) and (xii) of rule 8 of Companies

(Accounts) Rules, 2014 are not applicable to the Company.

ACKNOWLEDGMENT

Your Directors acknowledge with gratitude and express their appreciation for the assistance and co-operation received from the Bankers, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to thank the employees at all levels for their continued co-operation and dedication.