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 31^sl March, 2025.

FINANCIAL RESULTS f? in Lakhsl

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 out during
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 (?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 (?2.50 per Equity Share) subject to the approval of
the Members of the Company at the 22^nd (Twenty Second) Annual
General Meeting, thus aggregating to 500% (?5 per Share on

Equity Share of the Face Value of ?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.

SUBSIDIARY COMPANIES

The statements pursuant to Section 129(3) of the Companies Act,
2013 (Hereinafter referred to as the 'Act') in 'Form AOC - Y
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. KPRSugarand Apparels Limited

III. Jahnvi Motor Private Limited

IV. Quantum Knits Pvt. Limited

V. Galaxy Knits Limited

VI. KPR Exports Pic

VII. KPR Mill Pte. Ltd.

SUGAR AND COGEN

As the world’s 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 world's
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 country's 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
@ ?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 @ ?200 per Equity
Share thus aggregating to ?400 per Share (on Equity Share of
Face Value of ?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 @ ?350
per Equity Share of Face Value of ?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 ?80.40 Crores. Its Board of Directors had declared
an Interim Dividend @ ?10 per Equity Share of Face Value of ?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.

K P R 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 11^lh 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. 11^th 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 Company's
website https://www.kprmilllimited.com/policy

I. Nomination & Remuneration Policy

The Web-link -

https://bkend.kprmilllimited_;com/media/documents/5.KP

R-NR-Policv.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 -

htlos://bkend.kprmilllimited.com/media/documents/DD-
Policv.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 of the 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 of the 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
Company’s website.

CSR EXPENDITURE

During the year, in pursuance of the recommendations of the CSR
committee, the Company has contributed ?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
cv 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 the

Borrowings, Security, Investment etc., are annexed by way of
notes to accounts.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the
financial year were only between the Holding Company and
Wholly owned Subsidiary Companies at arm's 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 Company's Policy on dealing with related party
transactions is available on the Company's 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 individual's 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
31^st 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 EARNINGS AND 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 employee's 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 19^th 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 Auditor's 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 Company's
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:

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 Company's 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.

FOR AND ON BEHALF OF THE BOARD
K.P. Ramasamy

Coimbatore Chairman

09.05.2025 DIN: 00003736

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.