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Directors Report of KPR Mill Ltd.

Mar 31, 2023

The Board of Directors takes pleasure in presenting the report on the operations and business of the Company along with Audited Financial Statements for the Financial Year ended 31^st March, 2023.

FINANCIAL RESULTS				('' in Lakhs)
Particulars	Standalone		Consolidated
Sales and Other Income:-	2022-23	2021-22	2022-23	2021-22
Domestic Sales	2,85,579	2,42,442	3,69,601	2,95,811
Export Sales	1,71,502	1,52,427	2,26,417	1,71,667
Other Income	29,886	20,961	28,802	23,492
	4,86,967	4,15,830	6,24,820	4,90,970
Profit before Interest & Depreciation	92,909	1,06,853	1,33,671	1,30,593
Less : Interest	2,670	1,339	7,886	2,329
Depreciation	7,764	7,565	17,369	14,112
Profit Before Tax	82,475	97,949	1,08,416	1,14,152
Less : Taxation:-
Provision for Current Tax	18,324	24,870	25,273	29,706
Tax relating to earlier years	(802)	(75)	(982)	(53)
	17,522	24,795	24,291	29,653
Deferred Tax expense / Credit	1,449	74	2,715	315
Profit After Tax	63,504	73,080	81,410	84,184
Other Comprehensive Income (Net of tax)	_-	-	-	-
Total Comprehensive Income	63,504	73,080	81,410	84,184

REVIEW OF OPERATIONS

The year began with a positive note of robust growth and profitability. But the steep increase in cotton prices at all time high level coupled with lower yarn price realisation has trimmed the cotton-yarn spreads. However, the supportive trends in garment segment enabled better performance, overcoming these challenges. The wind power generation during the year was good. Despite the adverse factors like Global recession, Ukraine war, huge volatility in cotton prices, high inflation etc., the inherent strengths enabled KPR repeating a better performance during the year also.

WAY FORWARD

The cotton prices have started stabilising and the garment order position continues to be encouraging. The Indian textile industry is optimistic of retaining the growth level with the supportive Government policies, FTAs with significant markets that are likely to create more market opportunities for entire textile value chain. To improve its performance further, KPR has contemplated certain modernisation and expansion plans.

EXPANSION

During the year, we have installed 10 MW rooftop Solar Power plant whose benefit can be derived from the current year, upon receipt of the approval from TANGEDCO.

The Company also have plans to establish separate Spinning Mill for Viscose Yarn production, besides expanding Ethanol production capacity through our Wholly Owned Subsidiary Companies. Considering the developments in the textile market further plans may be decided by the Board at appropriate time.

BRANDED RETAIL BUSINESSFASO

Consumersâ increasing focus on sustainability and ethical production has added significance to our FASO products, which are organic centric. Enthused by the response to various styles in Menâs wear, we have introduced Womenâs wear also in October 2022, which is also well received in the Market. Consequent on

better handling of the pandemic by Indian Authorities over the years, its impact started receding that enabled resurgence of our efforts towards âPan-Indiaâ spread. In addition to the Southern States, we have already launched FASO products in some of the States of commercial importance and planning to add more such States in the current year.

DIVIDEND

Considering better performance and strong liquidity during the year, the Board of Directors have declared an Interim Dividend @ 200% on equity shares ('' 2 per Equity Share) at their meeting held on 06.02.2023. The Board in its meeting held on 03.05.2023 also has recommended a Final Dividend of 200% ('' 2 per Equity Share) on Equity Shares, thus aggregating to 400 % ('' 4 per Share on Equity Share of Face Value of '' 1 each), for the Financial Year 2022-23, subject to the approval of the Members of the Company at the 20^th (Twentieth) Annual General Meeting.

FINANCE

Consequent to the expansion of Garment & Sugar business and the availment of additional Working Capital, the finance charges has gone up over previous year. However, led by the successful financial planning comfortable financial position continued during the year also. Some of the term loans availed for the new garment project were repaid and fresh term loan from Banks was availed towards the expansion of Ethanol project in our wholly owned Subsidiary Company.

SUBSIDIARY COMPANIES

The statements pursuant to Section 129(3) of the Companies Act, 2013 (Hereinafter referred to as the ''Act'') in âForm AOC - 1â 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 Sugar and 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.

SUGAR

The year under review was a successful year for the Indian Sugar industry and is on track for steady growth in the current year too. Though the acreage remains the same, the yield was better due to crop variety, better farming practices, etc. With the Governmentâs continuous support towards the sugar sector and increasing focus on diversion towards ethanol production to promote Ethanol Blending Program in India, the sugar sector is likely to gain traction going forward.

ETHANOL

Encouraged by the success of achieving the target of 10 percent Ethanol blending in petrol, much ahead of the target date, the

Government advanced the target of 20 percent ethanol blending to the year 2025 (earlier 2030). To increase revenue we are planning to expand Ethanol production capacity.

K.P.R. SUGAR MILL LIMITED

The sugarcane crushing for sugar season 2022-23 commenced in October 2022, produced 1,22,730 MT of Sugar. The Co-gen plant produced 1437.38 lakhs units of Power. Out of the same, 796.21 lakhs units were sold and 641.17 lakh units were captively consumed. During the year 38,936.42 KL of Ethanol was produced, using Sugar Syrup and Molasses and the entire production was sold to Oil Marketing Companies. The expansion plan to increase Ethanol production capacity from 90 KLPD to 240 KLPD with Zero Liquid Discharge System is in progress.

During the year, an Interim Dividend of '' 130/- on the Equity shares of Face Value of '' 10/- each was declared by its Board in its meeting held on 06.02.2023.

KPR SUGAR AND APPARELS LIMITED

Ramping up of production in the new 42 million Garments capacity at Chengapally, Tirupur district, Tamil Nadu has been completed and is successfully executing the orders from International Buyers.

The sugarcane crushing for sugar season 2022-23 commenced in November 2022, produced 98,565 MT of Sugar. The Co-gen plant produced 1,468.85 lakhs units of power. Out of the same, 900.34 lakhs units were sold and 568.51 lakh units were captively consumed. During the year 29,866 KL of Ethanol was produced, using Sugar Syrup and Molasses and the entire production was sold to Oil Marketing Companies.

JAHNVI MOTOR PRIVATE LIMITED

During the year, the Company could sell 156 Audi Cars and earned a total revenue of '' 113.91 Crores. Steady economic growth amid signs of moderating inflation, coupled with strong earnings, is fueling the demand at the higher end of the market and supporting sales of luxury vehicles. Local demand continues to be strong.

QUANTUM KNITS PVT. LIMITED

During the year, an Interim Dividend of '' 1500/- on the Equity shares of Face Value of '' 10/- each out of accumulated reserves was declared by its Board in its meeting held on 06.02.2023.

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 being followed up.

KPR MILL PTE. LTD ( SINGAPORE )

The Company was established primarily for the purpose of marketing the products manufactured at Ethiopia. However, considering the changed business environment therein and the growing International trade at our Company, the Management is planning to utilise the services of this Company for its future business plans.

DEPOSITS

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

DIRECTORS

Mr. K.N.V. Ramani, Independent Director passed away on 30.03.2023. Taking note of his long association and sane advice, the Board placed on record the invaluable services rendered by him as Lead Independent Director and Corporate Lawyer.

The Board of Directors, at its meeting held on May 03, 2023, based on the recommendation of the Nomination & Remuneration Committee appointed Mrs V. Bhuvaneshwari (DIN: 01628512) as an Additional Director (Non-Executive & Independent) to hold office till the conclusion of the ensuing Annual General Meeting and subject to the approval of the members in the said Annual General Meeting appointed as âWoman Independent Directorâ of the Company to hold office for a term upto 5 consecutive years. To regularize her appointment in the 20^th Annual General Meeting (AGM) of the Company, suitable resolution is included in the notice of AGM proposing her appointment.

Pursuant to the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Mrs.V. Bhuvaneshwari (DIN: 01628512) had passed the online proficiency self-assessment test conducted by the âIndian Institute of Corporate Affairsâ.

The Company has adequate Independent Directors in compliance with the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulation, 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) have been obtained.

Mr.C.R.Anandakrishnan, Executive Director, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

KEY MANAGERIAL PERSONNEL AND MANAGERIAL REMUNERATION CRITERIA

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.

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 Regulation, the following policies have been framed and disclosed on the Company''s website www.kprmilllimited.com

I. Nomination & Remuneration Policy

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://kprmilllimited.com/file/wp-content/uploads/2018/11/DD-Policy.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) of the Listing Regulation, the Company has a Risk Management Policy and has constituted a Risk Management Committee. The Risk Management Committee held its meetings on 29.06.2022 and

19.12.2022 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 [email protected] 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 Companyâs website.

CSR EXPENDITURE

During the year, in pursuance of the recommendations of the CSR committee the Company has contributed '' 6307.89 Lakhs towards implementing the CSR activities including an advance contribution of '' 5017.30 lakhs which is equal to 3 Yearsâ estimated CSR contribution to be set-off against subsequent yearsâ CSR obligation. Annual Report on CSR, as required by the Act, is appended.

BOARD MEETINGS

The Board of Directors met Four times during the financial year on 27.04.2022, 28.07.2022, 07.11.2022 and 06.02.2023 through 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 entered into with the Stock Exchanges. They are prepared in accordance with the Ind-AS prescribed by the Institute of Chartered Accountants of India, in this regard. The Consolidated Financials also marked a significant increase in its Revenue as well as Profitability.

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 Borrowals, 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 Holding Company and Wholly owned Subsidiary Companies in the ordinary course of business, whose accounts are consolidated with 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 Transactions as required under Indian Accounting Standards âInd AS-24'' are reported in Note 40 of the Notes to Accounts of the Standalone Financial Statements as well as Note 40 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

India has a large working population, a prominent asset in the labour-intensive textiles sector particularly in Garment industry. They are crucial stakeholders playing an integral role in the success of an organisation. KPR continuously takes concrete steps to promote the wellbeing of work force at work and good work-life balance. One of the significant efforts towards the same is provision of Higher Education facility. Employees who receive higher education tend to have improved sense of self-worth with more opportunities to grow besides contributing to the success of the Organisation. Our unique Career development process for the employees based on their educational qualification also continues.

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 workplace within the Company which are based on fundamental principles of justice and fair play.

According to the notifications of corporate affairs ministry 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 has been constituted at each unit which 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 31.03.2023 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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In pursuance of Regulation 34(2)(f) of the 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 of Ratio of Remuneration of Director to the median employee''s remuneration as required by the Act and Companies Rules are appended.

SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS

No significant and material order was passed by any Regulators that have any impact on the going concern status and the operations of the Company.

DETAILS REGARDING ISSUE OF SHARES

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

BUYBACK

The Buyback of 22,36,000 Equity Shares mooted during the FY 2021-22 was completed on 26^th April 2022. The present Paid up Capital post Buyback is ? 34.18 Crores.

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 second term of five consecutive years from the Financial Year 2022-23.

AUDITORS REPORT

The Auditorâs 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.

COST RECORDS

Pursuant to Section 148 of the Act, the company falls 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 a Cost Auditor for the Company to audit the cost records for the Financial Year 2022-23.

SECRETARIAL AUDIT REPORT & CERTIFICATES AND SECRETARIAL STANDARDS COMPLIANCE

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 SEBI 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://kprmilllimited.com/financial-result annual-reports/

DETAILS OF DEMAT/UNCLAIMED SUSPENSE ACCOUNT

The status of unclaimed shares of the Company transferred to the demat account, âK.P.R. Mill Limited - Unclaimed Shares Demat Suspense Accountâ, 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

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

Disclosures under sub rule 5 (xi) and (xii) of rule 8 of Companies (Accounts) Rules, 2014 are not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude and express their appreciation for the assistances 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 co-operation and dedication.

FOR AND ON BEHALF OF THE BOARD

Coimbatore K.P. Ramasamy

03.05.2023 Chairman

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 31.03.2023 and the date of this Report.

NO CHANGES IN THE BUSINESS

Your Directors would like to inform that Company is doing its

Mar 31, 2022

The Board of Directors takes pleasure in presenting the report on the operations and business of the Company along with Audited Financial Statements for the Financial Year ended 31st March, 2022.

FINANCIAL RESULTS				(7 in Lakhs)
Particulars	Standalone		Consolidated
Sales and Other Income:-	2021-22	2020-21	2021-22	2020-21
Domestic Sales	2,42,442	1,81,428	2,95,811	2,22,382
Export Sales	1,52,427	1,06,694	1,71,667	1,20,059
Other Income	20,961	11,038	23,492	14,185
	4,15,830	2,99,160	4,90,970	3,56,626
Profit before Interest & Depreciation	1,06,853	70,235	1,30,593	86,840
Less: Interest	1,339	1,961	2,329	3,284
Depreciation	7,565	9,792	14,112	14,670
Profit Before Tax	97,949	58,482	1,14,152	68,886
Less : Taxation:-
Provision for Current Tax	24,870	15,453	29,706	17,427
Tax relating to earlier years	(75)	201	(53)	259
	24,795	15,654	29,653	17,686
Deferred Tax expense / Credit	74	(434)	315	(326)
Profit After Tax	73,080	43,262	84,184	51,526
Other Comprehensive Income (Net of tax) Total Comprehensive Income		â¢	â¢	.
	73,080	43,262	84,184	51,526

REVIEW OF OPERATIONS

We are glad to report a good financial results driven by solid performance from all segments during the year under review. KPR recorded the highest ever turnover and Profit After Tax (PAT). The textile business continues to be good. The historic high demand for cotton resulted in spiraling its prices, both at domestic and the international markets due to which the yarn prices have also gone up. Irrespective of the record high prices of cotton, the demand for cotton products are also going up. Given the sharp recovery in the US and the European markets export garment orders remained healthy. The wind power generation during the year was good.

WAY FORWARD

With the Covid pandemic coming towards an end, the global economy is likely to recover and so the demand for Textile & Apparel (T&A) products is expected to be good. The Government of India is also making concerted efforts for branding of Indian T&A Industry on the global front to help Indian Companies increase

their share in the global market. It is high time for the T&A Companies to leverage the present conditions to ready themselves to adapt to the present changes to ensure their growth prospects. The FTA negotiations with major countries will also help India to get concessional duties for its textile products. We are sure that all these FTAs together when fructified, will help India gaining more access to these established markets.

COVID 19 IMPACTS

The Omicron variant has again resulted in another COVID wave not only in India but across the globe. However, its impact seems lesser as compared to earlier Covid waves, with more and more people getting vaccinated and observance of safety measures. The Government had relaxed the lockdown norms and also lifted restrictions in a phased manner to bring back normalcy. The continuous best health and safety care norms adopted by KPR has averted its impact on the operations of the Company.

BRANDED RETAIL BUSINESS FASO

The positive response to our 100% organic FASO products launched in the Southern States have enthused us to vigorously pursue its âPan India'' spread. However, the continuous spilloverof pandemic in different form for the past two years has been delaying the process. Currently FASO Products are sold through more than 3000 retail stores. Besides, its online sale is also growing steadily.

DIVIDEND

The Board in its meeting held on 27.04.2022 has recommended a Final Dividend of 15% (70.15) on Equity Shares of 71 each (Rupee One only), subject to the approval of the Members at the 19*'' (Nineteenth)Annual General Meeting.

FINANCE

We are happy to inform that the comfortable financial position continued during the year. We have repaid entire term loans availed and funded the new garment project and sugar cum ethanol project of our Wholly Owned Subsidiary Company.

SUBSIDIARY COMPANIES

In respect of statements pursuant to Section 129(3) of the Companies Act, 2013 (Hereinafter referred to as the ''Act'') in âForm AOC - 1â 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. QUANTUM KNITS PVT. LIMITED

II. K.P.R. SUGAR MILL LIMITED

III. KPR SUGAR AND APPARELS LIMITED

IV. JAHNVI MOTOR PRIVATE LIMITED

V. GALAXY KNITS LIMITED

VI. K P R EXPORTS PLC

VII. KPR MILL PTE. LTD.

QUANTUM KNITS PVT. LIMITED

The garment business has been consolidated for effective management. Its Board has recommended a Dividend.

K.P.R. SUGAR MILL LIMITEDSUGAR AND COGEN

The goodwill gained through honoring our payment commitments promptly ensured the sustained support from the cane growers. The sugarcane crushing commenced in October 2021, produced

1,23,893.50 MT of Sugar. The Co-gen plant produced 1,249 lakhs units of power. Out of the above, 646.75 lakhs units were sold and 601.92 lakh units captively consumed. The Central Government''s regulatory measures continues to help the Industry to perform better.

ETHANOLPLANT

The enhanced capacity of Ethanol plant (130KLPD) started accelerating the revenue. During the year 33,863 KL of Ethanol was produced, using Sugar Syrup and Molasses and the entire production was sold to Oil Marketing Companies.

Supportive Sugar prices in both the International and domestic markets, Government''s measures on increasing ethanol blending are expected to improve the earnings of the Company.

KPR SUGAR AND APPARELS LIMITED

The new 42 million Garments production capacity at Chengapally, Tirupur district, Tamil Nadu has been commissioned on 21.11.2021. Ramping up of its capacity is in progress.

The new Sugar, Cogen and Ethanol Factory at SF. No. 144/2, Chinamageri Village, Afzalpur Taluk, Kalaburagi (Gulbarga) District - 585265, Karnataka State has also been successfully commissioned with a Capacity of 10,000 TCD Sugar, 50 MW Cogen Power and 230 KLPD Ethanol. Trial production is in progress.

JAHNVI MOTOR PRIVATE LIMITED

The third covid wave have subdued the buyer sentiments thereby impacting the expected growth level in sale of automobiles as a whole. However, despite adverse market conditions, the Company could sell 88 Audi Cars and earned a total revenue of 764.11 Crores. Driven by the demand for new products and continuous demand for electric vehicle range the Audi car sales is expected to pick up in the near future.

Its Board has recommended a Dividend.

GALAXY KNITS LIMITED

The Company has not yet commenced its operation.

KPR EXPORTS PLC - ETHIOPIA

The tide of the civil war at Ethiopia had fluctuated wildly forcing its Government to declare a state of emergency there. The prevalence ot continuous social disturbance therein forced us to close its operations since revival of activities became remote. In order to take back our capital materials therein we have sought its

GovGrnmentâs support and help. We are closely monitoring the situation to take necessary steps at appropriate time.

KPR MILL PTE. LTD - SINGAPORE

The wholly owned Subsidiary was established at Singapore for the purpose of marketing the Products manufactured at India and Ethiopia.

FIXED DEPOSITS

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

DIRECTORS

Mr.P.Selvakumar, Whole-time Director, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

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 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.

ANNUALPERFORMANCE EVALUATION

COMMITTEES

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 Regulation, the following policies have been framed and disclosed on the Company''s website¹ www.kprmilllimited.com''

I. Nomination & Remuneration Policy

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

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) of the Listing Regulation, the Company has a Risk Management Policy and has constituted a Risk Management Committee. The Risk Management Committee held its meetings on 27.07.2021 and

12.01.2022 in which all members were present.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

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 ''[email protected]''. The key directions/ actions can be informed to the Chairman/ Managing Director of the Company. The Whistle Blower Policy has been displayed in the company website.

CSR EXPENDITURE

During the year, in pursuance of the recommendations of the CSR committee the Company has contributed T1026.63 Lakhs (2.25% 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.

BOARD MEETINGS

The Board of Directors met Five times during the financial year on

28.04.2021,27.07.2021,27.10.2021,07.02.2022 and 14.03.2022. The Composition of Board, procedure, dates and other details are included in the Corporate Governance Report that forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

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

RELATED PARTY TRANSACTIONS

The Transactions as required under Indian Accounting Standards AS-24 are reported in Note 39 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

Realizing that the Education and employment are the two basic tools which can change the economic and social status of woman, KPR continues to concentrate on mobilizing women work force from the rural villages and empower them with the employment as well as higher education. 90% of our Employees are woman who get value addition through KPRâs outstanding employee welfare schemes. The pandemic conditions could not deter our dedicated efforts in upgrading their educational qualifications. So far over 31,000 employees are benefitted by the higher education and vocational training facilities. During the year also, the unique placement scheme extended by the Company enabled 174 employees to get placement in other reputed Companies in the on-campus selection conducted by them underour initiative.

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 up to 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

According to the notifications of corporate affairs ministry dated 31st 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 has been constituted at each unit which 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

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.

IV. The Directors have arranged preparation of the accounts for the financial year ended 31.03.2022 on a going concern basis.

V. The Directors had 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 had 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 REPORT In pursuance of Regulation 34(2)(6) of the Listing Regulations, the Business Responsibility 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 of Ratio of Remuneration of Director to the median employeeâs remuneration as required by the Act and Companies Rules are appended.

SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS

No significant and material order was passed by any Regulators that have any impact on the going concern status and the operations of the Company.

DETAILS REGARDING ISSUE OF SHARES

During the year under review the Company has not issued any shares. However, the Company has sub-divided its Equity shares and resorted to Buyback of shares as explained below. SUB-DIVISION OF EQUITY SHARE (SPLIT OF SHARE)

After obtaining the consent of the Members of the Company in the 18th AGM and complying with the applicable provisions of the Act and Regulations, the Equity Shares of the Company of the Face value of /- each has been split into 5 equity shares of Face value of T1/- each during September 2021. The new ISIN of the Company is INE930H01031.

BUYBACK

The Board of Directors of the Company resorted to a Buyback of 22,36,000 fully paid-up equity shares (0.65% of the pre Buyback equity share capital) of the face value of XV- each from all the existing shareholders on a proportionate basis, through the "Tender Route" process at a price of ?805/- per Equity Share payable in cash. The total consideration amounted to ?179.99 Crores representing 9.53% and 7.73% of the aggregate of the fully paid-up equity share capital and free reserves, as per the audited accounts of the Company for the year ended March 31, 2021. After complying with the applicable laws, the Company bought back 22,36,000 Equity Shares. The funds in respect of accepted Equity Shares have been paid out. Buyback was completed on 26^m April 2022. The present paid up Capital post Buyback is T34.18 Crores.

AUDITORS

In the 14"¹ Annual General Meeting of the Company held on 28.08.2017 M/s. B S R & Co LLP, Chartered Accountants (ICAI Firm Regn. No.101248WAA/-100022) were appointed as Statutory Auditors of the Company for a period of five Years from the Financial Year 2017 - 18. The Audit committee and the Board recommends the continuity of BSR & Co LLP, Chartered Accountants as Statutory Auditors for the second term of five consecutive years from FY 2022-23.

AUDITORS REPORT

The Auditorâs Report to the Shareholders does not contain any qualification.

COST RECORDS

COSTAUDIT

In pursuance of Companies (Cost Records and Audit) Rules, 2014, the Company has appointed a Cost Auditor for the Company to audit the cost records for the Financial Year 2021-22.

SECRETARIAL AUDIT REPORT & CERTIFICATES AND SECRETARIAL STANDARDS COMPLIANCE

The Company has complied with the applicable Secretarial Standards issued by 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 SEBI 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://kprmilllimited.com/financial-result_annual-reports/

MATERIALCHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year as on 31.03.2022 and the date of this Report. Only the Buyback of shares commenced in FY 2021-22 has been completed on 26.04.2022

NO CHANGES IN THE BUSINESS

Your Directors would like to inform that Company is doing its regular business and there has been no change in its objectives.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude and express their appreciation for the assistances and co-operation received from â¢ 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 co-operation and dedication.

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

Coimbatore Chairman

27.04.2022 DIN: 00003736

Mar 31, 2021

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 31st March, 2021.

FINANCIAL RESULTS				(7 in Lakhs)
Particulars	Standalone		Consolidated
	2020-21	2019-20	2020-21	2019-20
Sales and Other Income:-
Domestic Sales	1,81,428	1,61,954	2,22,655	1,85,795
Export Sales	1,06,694	1,18,246	1,20,059	1,34,781
Other Income	11,038	13,253	14,185	18,333
	2,99,160	2,93,453	3,56,899	3,38,909
Profit before Interest & Depreciation	70,235	51,099	86,840	65,841
Less: Interest	1,961	3,541	3,284	4,965
Depreciation	9,792	9,891	14,670	13,709
Profit Before Tax	58,482	37667	68,886	47167
Less: Taxation:-
Provision for Current Tax	15,453	10,084	17,427	11,850
Tax relating to earlier years	201	(944)	259	(927)
	15,654	9,140	17,686	10,923
Deferred Tax expense / Credit	(434)	(934)	(326)	(1,424)
Profit After Tax	43,262	29,461	51,526	37668
Other Comprehensive Income (Net of tax)		â¢
Total Comprehensive Income	43,262	29,461	51,526	37668

REVIEW OF OPERATIONS

KPR reported a good results in the year under review also with the encouraging demand from all segments. The Cotton prices remained stable for most part of the year, yam market was bullish and garment order levels were also comfortable. The garment orders started bouncing back from the vaccum caused by the pandemic. The Industry witnessed a significant shift in demand from formal wear to casual wear. Since KPR is primarily in the casual wear segment the trend continues to be more favorable to us. The consequential thrust in demand for yam, fabric and processing activities have accelerated the drive in Tirupur Knitwear Market. KPR''s trendsetter welfare facilities and the dedicated employees'' participation enhanced the productivity even during the COVID time ensuring KPR''s outstanding ability and sustained competitiveness.

WAY FORWARD

Proving its strong fundamentals and leadership, KPR was able to withstand all hurdles during this tough time by delivering good performance. The recently added latest technology vortex

machine produces various blends and range of value added viscose yam that creates new wave of old fashion. KPR is largely engaged in manufacturing cotton products, and of course the market is slowly moving into value added manmade fiber also. So as to meet the demand from the Customers we have installed the vortex machine. The establishment of a new advanced technology knitting facility housing the contemporary imported knitting machines would add value to the production facilities. The additional Garment capacity envisaged would also add up to the Revenue. However putting a spoke in the wheel of Nation''s progress the second wave of the pandemic has started surging and the lock down restrictions are also re-introduced. We have to wait and watch its impact on the economy carefully.

COVID 19 IMPACTS

The entire world was passing through uncertainty that was never seen before due to COVID-19 pandemic. Like, many other sectors of the economy textile industry have been hit hard by closing down its business. During this challenging time, our priority was the well-being of all of us. Our focus was to support the government''s public health initiative and instructions regarding social distancing.

In compliance with the statutory lockdown directions, the operations of the Company was suspended for more than a month, and that was from 24.0B.2020. Lockdown was extended by the Tamil Nadu government up to 03.05.2020, effective from 06.05.2020 the operations commenced partially with restricted work force as per the government guidelines. Operations were ramped up gradually with all necessary safety precautions for the employees and KPR remained operational, and continue to serve all stakeholders. Due to COVID, almost all manufacturing companies faced the issue of migrated labor in entire countiy returning all to their hometowns causing severe labor shortage. Whereas in KPR it was different. KPR never faced such an issue at all, even during that challenging time. Thanks to its unique, and best HR practices. The industiy acclaimed HR policy adopted by the management since beginning rewarded KPR during this crisis period. The feel at home facility at KPR encouraged migrated workers to stay back enjoying the continued comfortable accommodation provided by KPR with nutritious food, recreation, education facilities and safety measures. Our executives and employees had successfully repositioned to ensure that our work progresses. In addition, admiring our genuine approach and positive attitude all the customers and stakeholders supported and stood with us during the critical time. We want to thank them all for their dedicated and continued support.

The second wave of the pandemic has started spreading all over the world and the Nation. Though the vaccines are being administered, we have to wait and watch the situation carefully to ascertain its impact on the business.

BRANDED RETAIL BUSINESSFASO

Entire FASO products are manufactured with 100% Organic Cotton, super fine compact yarn, super soft micro nylon elastics with the best workmanship. These key factors ensure ultra-soft comfort and skin friendly. Currently offering 43 styles, mix of inner wear & athleisure and planning to add some more styles during the current year. FASO is now available in all major locations of Tamil Nadu, Kerala, Andhra Pradesh, Telangana and Karnataka (34 distributors and 2000 retailers). It is also available in some of the Hyper Market and through online in Amazon, Myntra, Ajio, Flipkart, Shoppers stop (online), Fynd & faso.in. The market response is good. We are planning to widen its reach gradually. Its launch in North East market is planned during the second Quarter

of FY 2021-22, subject to prevailing COVID Pandemic Regulations and restrictions.

DIVIDEND

The Interim Dividend @ 75% on equity shares (? 3.75/- per Equity Share) declared by the Board of Directors at their meeting held on 03.02.2021 was paid to the shareholders.

The Board in its meeting held on 28.04.2021 has recommended a Final Dividend of 15% (? 0.75) on Equity Shares of ? 5 each (Rupees Five only), subject to the approval of the Members at the IS"¹ (Eighteenth) Annual General Meeting.

RESERVES

During the year under review the Company has not transferred any amount to its General Reserve.

FINANCE

We are glad to share with you that the strong fundamentals, sustained team efforts, and prudential financial management enabled comfortable liquidity position even during the COVID-19 pandemic. As such, KPR neither availed any moratorium nor any COVID Loan announced by the Government during and after Covid lockdown period. In fact, we have even repaid some of the high cost long term debt thereby reducing the Finance cost.

SUBSIDIARY COMPANIES

In respect of statements pursuant to Section 129(3) of the Companies Act, 2013 (Hereinafter referred to as the ''Act'') in ''Form AOC - 1'' 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. QUANTUM KNITS PVT. LIMITED

II. K.P.R. SUGAR MILL LIMITED

III. JAHNVI MOTOR PRIVATE LIMITED

IV. GALAXY KNITS LIMITED

V. KPRSUGARAND APPARELS LIMITED

VI. KPR EXPORTS PLC

VII. KPR MILL PTE. LTD.

QUANTUM KNITS PVT. LIMITED

The garment business has been consolidated for effective management.

SUGAR AND COGEN

Considering the prospects the Sugar Plant''s Crushing capacity has been increased from 5000 TCD to 10000 TCD during the year. We are happy to inform that our prompt payment practice has earned a reputation among the cane growers and we continue to enjoy their support. In the FY 2020-21 the sugarcane crushing commenced in November 2020 and produced 85,423.10 MT of sugar. Out of 1,028.79 Lakh units of power generated 600.13 Lakh units were sold and 428.66 lakh units captively consumed. The monthly sugar sales quota system introduced by the Central Government to the Sugar Mills fixing the quantity as well as the price at which sugar can be sold every month continues. During the year we have exported 21,279 MT of Sugar.

ETHANOL PLANT

The ''State of the Alt'' Ethanol plant with 90 KLPD capacity commissioned during the last year has been adding to the revenue of the Company. During the year 23,373 KL of Ethanol was produced, using Sugar Syrup and Molasses. 23,600 KL was sold to oil marketing Companies. Enthused by huge potential and positive outlook for ethanol production in India, its production capacity has been increased to 130 KLPD and 6 MW Co gen with Incineration Boiler.

These expansions will further increase the value addition and the revenue of the Company.

JAHNVI MOTOR PRIVATE UMITED

The outbreak of COVID-19 pandemic has impacted the sale of Automobile manufacturers across the countiy as the supply chain was widely disturbed and customers were forced to stay indoor due to the nation-wide lockdown imposed by the government. Despite these adverse factors the Company could sell 51 Audi Cars and 31 Harley Davidson Motor cycles earning a total revenue of ? 50.47 Crores. Consequent on the closure of production activities by Harley Davidson in India its Dealership has been discontinued.

GALAXY KNITS LIMITED

The Company has not yet commenced its operation.

KPR SUGAR AND APPARELS LIMITED

Sensing huge potential and positive outlook, it was decided to increase the manufacturing capacities in Garment and Sugar cum

Ethanol segments. To facilitate the same a separate wholly owned Subsidiary under the name ''KPR Sugar and Apparels Limited'' (KPRSAL) was promoted holding its entire equity stake with us. We have nominated our Directors therein and controlling its entire Board. KPRSAL is setting up a new Garment manufacturing unit at Chengappally, Tirupur District, Tamilnadu with a capacity to produce 42 million Garments per annum. A Memorandum of Understanding has been entered into with the Government of Tamilnadu that may facilitate infrastructures and regulatory requirements. KPRSAL is also setting up a Sugar, Co-Gen-cum-ethanol plant with a capacity to produce 10,000 TCD Sugar, 220 KLPD Ethanol and 50 MW Co-gen at Gulbargah District, Karnataka. The Single window approval from the Government of Karnataka in respect of the said Project has also been obtained. These new moves are expected to increase the value addition and thereby enhance the revenue of the Group as a whole.

KPR EXPORTS PLC - ETHIOPIA

Responding to the invitation from Ethiopia Investment Commission (EIC) and upon the request and assurances from its Government to render all assistance and support we had set up an Apparel manufacturing unit under the name ''KPR Exports PLC'' at Mekelle Industrial Park, Mekelle, Tigray Region, Ethiopia, during 2018. Erecting required machinery and equipment and engaging workers after training them at our manufacturing unit in India, we have been producing and exporting Apparels since 2018. While things were smooth till October 2020, suddenly due to emergence of some ethnic conflict resulting in riot and tension near Mekelle, Tigray Region, entire activities in the said Industrial Park became standstill. Like other textile Companies established therein, we also had to shut down our entire activities and the workers had to be pulled out to safety places considering their safety and security. We are closely monitoring the situation and appropriate steps will betaken based on the developments.

During the year the Company has earned a revenue of ? 393 Lakhs.

KPR MILL PTE. LTD - SINGAPORE

The wholly owned Subsidiary established at Singapore for the purpose of marketing the Products manufactured at Ethiopia has generated a revenue of ? 1,197 Lakhs during the year.

FIXED DEPOSITS

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

The Company has adequate Independent Directors in compliance with the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2013 (Hereinafter reffered 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) have been obtained.

Mr. E.K. Sakthivel, Executive Director, who retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

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 byway of salary, perquisites 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.

ANNUAL PERFORMANCE EVALUATION

COMMITTEES

I. Audit Committee

II. Stakeholders Relationship Committee

III. Nomination and Remuneration Committee

IV. Corporate Social Responsibility (CSR) Committee

V. Risk Management Committee

In pursuance of the Act and the Listing Regulation, the following policies have been framed and disclosed on the Company''s website ''www.kprmilllimited.com''

I. Nomination & Remuneration Policy

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

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) of the Listing Regulation, the Company has framed a Risk Management Policy and has constituted a risk management committee. The Risk Management Committee held its meeting on 24.03.2021 in which all members were present.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has an established Vigil Mechanism for Directors / Employees to report concerns about unethical behaviours, 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 formulated 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 ^,[email protected]>. The key directions/ actions can be informed to the Chairman/ Managing Director of the Company. The Whistle Blower Policy has been framed and displayed in the company website.

CSR EXPENDITURE

During the year, in pursuance of the recommendations of the CSR committee the Company has contributed ? 730.02 Lakhs being

2% 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.

BOARD MEETINGS

The Board of Directors met Five times during the financial year on

27.06.2020, 12.08.2020, 24.09.2020, 27.10.2020 and

03.02.2021. The Composition of Board, procedure, dates and other details are included in the Corporate Governance Report that forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

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

RELATED PARTY TRANSACTIONS

The Transactions as required under Indian Accounting Standards AS-24 are reported in Note 39 of the Notes to Accounts of the Standalone Financial Statements as well as Note 38 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

KPR always believes that the work environments need to be healthy, employee-friendly and their entire basic needs and tools should be present at the workplace to enhance the employees''

satisfaction and performance. Through its commendable labour practices followed over the years, KPR continues to enjoy the sustained support from its workforce even during the pandemic times also. That is the strength of KPR, built over a period of time. We are proud to declare that almost all the migrant workers employed at KPR; that is in thousands, stayed back in our factory premises itself disregarding the urge to move to native places during pandemic. Not only that, but their dedicated participation has enhanced the productivity even during the Pandemic time. Our ability to attract and retain the best and the well trained employees even during difficult period ensure competitive advantage over our peer groups'' effectiveness and sustained competitiveness. At this juncture, we wish to thank all those who have communicated their commendations through various media for the ''employee caring'' attitude of KPR during the pandemic. There were several messages, phone calls, appreciations, not only within the industry but from the people of all walks of life hailing KPR as the ''Management with human touch''.

As regards Higher Education to Employees, adding feather in the cap of our efforts to uplift their values, around 45 Employees got placement in the on-campus selection conducted by some of the eminent entities under our intiative.

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 up to 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

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 workplace within the Company which are based on fundamental principles of justice and fair play.

According to the notifications of corporate affairs ministry 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 has been constituted at each unit which 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

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.

IV. The Directors have arranged preparation of the accounts for the financial year ended 31.03.2021 on a going concern basis.

V. The Directors had 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 had 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

BUSINESS RESPONSIBILITY REPORT

In pursuance of Regulation 34(2)(6) of the Listing Regulations, the Business Responsibility 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

RATIO OF REMUNERATION TO EACH DIRECTOR

Details / Disclosures of Ratio of Remuneration of Director to the median employee''s remuneration as required by the Act and Companies Rules are appended.

SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS

No significant and material order was passed by any Regulators that have any impact on the going concern status and the operations of the Company.

DETAILS REGARDING ISSUE OF SHARES

The Company has not issued any new shares during the year and the paid up Capital of the Company remains at ? 34,40,50,000 consisting of 6,88,10,000 Equity Shares of? 5/- each.

In the 14^th Annual General Meeting of the Company held on 28.08.2017 M/s. B S R & Co LLP, Chartered Accountants (ICAI Firm Regn. No. 101248W/W-100022) were appointed as Statutoiy Auditors of the Company for a period of 5 Years from the Financial Year 2017 - 18. The Audit committee and the Board recommend the continuity of BSR & Co LLP, Chartered Accountants as Statutoiy Auditors for the FY 2021-22.

AUDITORS REPORT

The Auditor''s Report to the Shareholders does not contain any qualification.

COSTRECORDS

COST AUDIT

In pursuance of Companies (Cost Records and Audit) Rules, 2014, the Company has appointed a Cost Auditor for the Company to audit the cost records for the Financial Year 2020-21.

SECRETARIAL AUDIT REPORT & CERTIFICATES AND SECRETARIAL STANDARDS COMPLIANCE

The Company has complied with the applicable Secretarial Standards issued by ICSI. As required by the Act a Secretarial Audit Report issued by a Company Secretaiy 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 SEBI Regulations has been obtained and filed with the Stock Exchanges.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 has been uploaded in the Company''s website: https://kprmilllimited.com/financial-result_annual-reports/

MATERIAL CHANGES

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year as on 31.03.2021 and the date of this Report.

NO CHANGES IN THE BUSINESS

Your Directors would like to inform that Company is doing its regular business and there has been no change in its objectives.

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

Coimbatore Chairman

28.04.2021 DIN: 00003736

Mar 31, 2018

Dear Members,

The Board of Directorsâ take pleasure in presenting the report on the operations and business of the Company along with Audited Financial Statements for the Financial Year ended 31st March, 2018.

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars	Standalone		Consolidated
Sales and Other Income:-	2017-18	2016-17	2017-18	2016-17
Sales and Other Income:-
Domestic Sales	1,66,045	1,52,162	1,74,661	1,69,259
Export Sales	77,255	64,200	1,14,104	1,01,395
Other Income	9,359	8,264	15,097	13,755
	2,52,659	2,24,626	3,03,862	2,84,409
Profit before Interest & Depreciation	44,502	47277	58,943	59,074
Less: Interest	3,049	4,503	5,156	6,445
Depreciation	10,497	11,743	13,985	14,939
Profit Before Tax
Profit Before Tax	30,956	31,031	39,802	37690
Less: Taxation:-
Provision for Current Tax	8,050	7,668	10,094	9,119
Tax relating to earlier years	213	(166)	232	(159)
Less : MAT Credit Entitlement			28	1,420
	8,263	7,502	10,298	7540
Deferred Tax expense / Credit	196	(313)	466	1,468
Profit After Tax	22,497	23,842	29,038	28,682
Other Comprehensive Income (Net of tax)	30	15	30	15
Total Comprehensive Income	22,527	23,857	29,068	28,697

REVIEW OF OPERATIONS

Despite the difficult market scenario caused by the GST the Companyâs performance has been good. The enhanced capacity in Garment and Processing has started contributing to the performance and its full fledged performance can be expected from the current year onwards. We are happy to inform that the Garment revenue has crossed Rs. 1000 Crores and the consolidated revenue has crossed Rs. 3000 Crores. The Standalone revenue has recorded 12% growth over previous year. The availability of power in the State continues to be comfortable. Though the Industiy has been facing labour shortage we are able to mobilize the required workforce due to commendable labour welfare practices followed by the Company.

PROPOSAL FOR NEW APPAREL UNIT AT ETHIOPIA

We are glad to announce the proposal for our maiden investment abroad. In response to the invitation extended by the Government of Ethiopia for setting up of Apparel manufacturing Unit in Ethiopia offering various incentives and concessions and considering the lucrative advantages, it is proposed to set up an Apparel Manufacturing Unit at Mekelle Industrial Park promoted by Ethiopian Investment Commission. We are planning to incorporate a separate Subsidiary Company at Ethiopia to establish and run the said Apparel unit. We have visited the place and initial discussions with the Authorities are in progress.

FUTURE OUTLOOK

With the Textile Industiy settling in to the GST regime gradually, it is expected that the initial glitches might be sorted out during the current year. The cotton prices are expected to remain firm, domestic demand for cotton yarn has started showing signs of restoration with most of the headwinds witnessed during the GST transition and changes in export incentive structure subsiding. The continuous support from the International Buyers is much encouraging and with the stable outlook for cotton for fiscal 2018-19, the margins may expand due to softening in cotton prices, better consumer spending outlook. Maiden initiatives towards exploring the new avenues to strengthen the Growth prospects are in place. We hope that the inherent key strengths and prospective initiatives shall further intensify our growth prospects.

BUYBACK

The Board of Directors of the Company announced a Buyback of 13,35,000 fully paid-up equity shares (1.81% of the pre Buyback equity share capital) of the face value of Rs. 5/- each from all the existing shareholders on a proportionate basis, through the âTender Routeâ process at a price of Rs. 810 per Equity Share payable in cash. The total consideration amounted to Rs. 108.14 Crores representing 9.81% of the aggregate of the paid-up equity share capital and free reserves, as per the audited accounts of the Company for the year ended March 31,2017. After complying with the applicable laws, the Company bought back 13,35,000 Equity Shares. The funds in respect of accepted Equity Shares have been paid out. Buyback was completed on 13th April, 2018. The Promoters who have participated in the Buyback offer re-organized their stake to the permitted levels subsequently as per their undertaking to SEBI. The present Paid up Capital Post Buyback is Rs. 36.28 Crores.

DIVIDEND

The Board in its meeting held on 30.04.2018 has recommended a Dividend of 15% on Equity Shares of Rs. 5 each (Rs. 0.75), subject to the approval of the Members at the Fifteenth Annual General Meeting.

RESERVES

During the year under review the Company has transferred Rs. 1,126 Lakhs to the General Resen/e.

FINANCE

Our prompt repayments of loan and interest continued. The funds are effectively managed to reduce the cost of interest. During the year, we have availed additional term loans to fund the expansion Projects. The comfortable cash position is expected to continue with the prospective outlook.

SUBSIDIARY COMPANIES

In respect of statements pursuant to Section 129(3) of the Companies Act, 2013 (Hereinafter referred to as the âActO in âForm AOC - 1â containing the details of following Wholly Owned Subsidiary Companies forms part of this Annual Report. However as required by the âActâ, we give below a brief report on their performance.

I. QUANTUM KNITS PVT. LIMITED

II. K.P.R SUGAR MILL LIMITED

III. jAHNVI MOTOR PRIVATE LIMITED

IV. GALAXY KNITS LIMITED

QUANTUM KNITS PVT LIMITED

The garment business has been consolidated for effective management.

KP.R SUGAR MILL LIMITED

Higher sugar cane output and yield pegged the sugar production of the Countiy for the year 2017-18. The sugarcane crushing commenced in November 2017 could produce 88,136 MT of sugar as against 32,995 MT of last year. Out of 857 Lakh units of power generated 596 Lakh units were sold and 261 Lakh units captively consumed.

JAHNVI MOTOR PRIVATE LIMITED

Though the year started with the recoveiy from the impact of demonetisation, the GST challenges and changes to tax rates on luxury Cars have lead to a slow growth. During the year the Company booked a revenue of Rs. 92.60 Crores. Itâs performance is expected to be stable in the current year.

GAIAXY KNITS UMITED

The Company has not yet commenced its operation.

FIXED DEPOSITS

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

DIRECTORS

The Company has adequate Independent Directors in compliance with the Act and 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) have been obtained. As the 5 years term of the Independent Directors viz, Mr. KNV. Ramani, Dr. K. Sabapathy, Mr. G.P. Muniappan, Mr. A.M. Palanisamy, Mr. C. Thirumurthy appointed in the 11th AGM will be over by 31st March 2019, suitable Special Resolutions for their re-appointment for a further term of 5 years have been included in the notice of the ensuing AGM. The Nomination & Remuneration Committee and the Board recommend their re-appointment.

Mr. E.K. Sakthivel, Director, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The details of the aforesaid Directors, required to be disclosed under Regulation 36(3) of the Listing Regulation, form part of the Notice of the ensuing Annual General Meeting. Your Directors recommend his re-appointment. All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 (2) of the Act.

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 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 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.

ANNUAL PERFORMANCE EVALUATION

COMMITTEES

As required by the provisions of the Act and Listing Regulation, 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. Stake Holders Relationship Committee

III. Nomination and Remuneration Committee

IV. Corporate Social Responsibility (CSR) Committee

POLICIES

In pursuance of the Act and the Listing Regulation, the following policies have been framed and disclosed on the Companyâs website âwww.kprmilllimited.comâ

I. Nomination & Remuneration Policy

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

RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 17(9) of the Listing Regulation, the Company has framed a Risk Management Policy. In the opinion of the Board there appears to be no element of risk which may threaten the existence of the Company.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has an established Vigil Mechanism for Directors / 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 formulated 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 â[email protected]â. The key directions/actions can be informed to the Chairman/Managing Director of the Company. The Whistle Blower Policy has been framed and displayed in the company website.

CSR EXPENDITURE

During the year, in pursuance of the recommendations of the CSR committee the Company has contributed Rs. 481.75 Lakhs being 2% 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.

BOARD MEETINGS

The Board of Directors met Five times during the financial year on 03.05.2017, 25.07.2017 30.10.2017 06.02.2018 and 22.02.2018. The Composition of Board, procedure, dates and other details are included in the Corporate Governance Report that forms part of this Report.

CONSOUDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the provisions of the âAcf and the Listing Regulations entered into with the Stock Exchanges. They are prepared in accordance with the Ind-AS prescribed by the Institute of Chartered Accountants of India, in this regard. The Consolidated Financials also marked a significant increase in its Revenue as well as Profitability.

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 Borrowals, Security, Investment etc., are annexed byway of notes to accounts.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were only between Holding Company and Wholly owned Subsidiary Companies in the ordinaiy course of business, whose accounts are consolidated with Holding Company and placed before the shareholders at the General Meeting for approval. Pursuant to the provisions of Section 177 of the Companies Act, 2013 the related party transactions entered during the year have been approved by the Audit Committee.

The Transactions as required under Inidan Accounting Standards 24 are reported in Note 37 of the Notes to Accounts of the Consolidated Financial Statements as well as Standalone Financial Statements of your Company. The Companyâs Policy on dealing with related party transactions is available on the Companyâs website.

EMPLOYEE WELFARE

KPR explicitly focus on extending trendsetter welfare facilities to the employees as it improves the quality of work life by enriching their life style keeping them satisfied and contended. KPRâs Employee welfare includes providing healthy working environment, upgrading their education & skill level thus improving the standard of living of the employees and their families. Adequate levels of earnings, safe and humane conditions of work and access to some minimum social security benefits are the major qualitative dimensions of employment. The social and economic aspects of the life of an employee have a direct influence on the social and economic development of the nation. There is every need to take additional care of the employees by providing both statutoiy and non-statutory facilities to them. KPR always go the extra mile by practicing various welfare activities so as to empower the human capital besides strengthening their productivity level.

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 employeesâ 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 up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretaiy 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 workplace within the Company which are based on fundamental principles of justice and fair play.

Further, Anti Sexual Harassment Committee has been constituted at each unit which 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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, 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.

IV. The Directors have arranged preparation of the accounts for the financial year ended 31.03.2018 on a going concern basis.

V. The Directors had 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 had 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 STATEMENT

Corporate Governance Report and Management Discussion and Analysis Statement 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 REPORT

In pursuance of Regulation 34(2) (6) of the SEBI (LODR) Regulations, 2015, the Business Responsibility 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 of Ratio of Remuneration of Director to the median employeeâs remuneration as required by the Act and Companies Rules are appended.

SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS

No significant and material order was passed by any Regulators that have any impact on the going concern status and the operations of the Company.

DETAILS REGARDING ISSUE OF SHARES

During the year under review the Company has not issued any shares. However the Company has resorted to Buyback.

AUDITORS

In the 14th Annual General Meeting of the Company held on 28.08.2017, M/s. BSR & Co LLP, Chartered Accountants (ICAI Firm Regn. No. 101248W/W-100022) were appointed as Statutory Auditors of the Company for a period of 5 Years from the Financial Year 2017 - 18, subject to ratification at every Annual General Meeting, as per the requirements of the Companies Act 2013. However, the Companies Amendment Act 2017 has dispensed with the requirement of ratification at every Annual General Meeting. The Board recommends the continuity of BSR & Co LLP, Chartered Accountants as Auditors for the FY 2018-19.

AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any qualification.

COST AUDIT

In pursuance of Companies (Cost Records and Audit) Rules, 2014, the Company has appointed a Cost Auditor for the Company to audit the cost records for the Financial Year 2017-18.

SECRETARIAL AUDIT REPORT

As required by the Act a Secretarial Audit Report issued by a Company Secretary in practice is annexed.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude and express their appreciation for the assistances 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 co-operation and dedication.

By order of the Board of Directors

Coimbatore K.P. Ramasamy

30.04.2018 Chairman

Mar 31, 2017

Dear Members,

The Board of Directorsâ 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^st March, 201Z

FINANCIAL RESULTS (Rs. in Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
Sales and Other Income	2016-17	2015-16	2016-17	2015-16
Domestic Sales	1,52,162	1,37522	1,69,259	1,60,329
Export Sales	64,200	54,397	1,01,395	90,654
Other Income	8,264	7629	13,755	11,458
	2,24,626	1,99,548	2,84,409	2,62,441
Profit before Interest & Depreciation	47,277	39,022	59,074	49,346
Less: Interest	4,503	4,442	6,445	5,763
Depreciation	11,743	12,384	14,939	15,205
Profit Before Tax Less: Taxation	31,031	22,196	37,690	28,378
Provision for Current Tax	7,668	6,574	9,119	8,390
Tax relating to earlier years	(166)	145	(159)	165
MAT Credit Entitlement			1,420	1,119
	7,502	6,719	7,540	7436
Deferred Tax expense / (Credit)	(313)	(137)	1,468	(129)
Profit After Tax	23,842	15,614	28,682	21,071
Other Comprehensive Income (Net of tax)	15	23	15	5
Total Comprehensive Income	23,857	15,637	28,697	21,076

REVIEW OF OPERATIONS

It has been a significant and eventful year for KPR. The expansion programs as contemplated have been successfully completed. Its strategic direction towards value addition has started yielding results. The revenue recorded a growth of 13% over previous year and PAT by 52%. The cotton price continues to be stable. The wind energy (Green power) supported the operations considerably. Power availability in the State has been comfortable. Due to hike in Minimum Wages by the Government, the labour cost has gone up. The well acclaimed labour practices enabled smooth flow of labour to the expanded capacities. Our consistent improvement in profitability has been due to several factors such as strategic plans, reduced cost, increased production capacity etc. Despite the slowdown due to demonetization drive, we have not seen any major impact on our business.

FUTURE OUTLOOK

Rapid urbanization, growing population, rising per-capita income, enlarging middle class & young population exposed to changing tastes and fashion have led to huge opportunities for the textiles sector in the domestic market. Growing encouragement to downstream sectors of the Textile Industry from the Government and the efforts for expediting Free Trade Agreementâs to improve the competitiveness on the global front, would improve the export earnings of the Industry significantly. ICP.R, which is well equipped with strong factors of production, financial and operational performance is an advantageous position to reap the benefits of bright outlook for the Sector as a whole.

SUB -DIVISION OF EQUITY SHARE (SPLIT OF SHARE)

During November 2016, after obtaining the consent of the Members of the Company by Postal Ballot and complying with the applicable provisions of the Act & Regulations, the Equity Share of the Company of the Face Value of Rs. 10/- each has been split into two shares of Face Value of Rs. SI- each. The new subdivided shares have been credited to the concerned shareholdersâ Demat accounts. The new ISIN of the Company at Depositories is INE930H01023.

BUYBACK

The Board of Directors of the Company announced a Buyback of 14,70,000 fully paid-up equity shares (1.95% of the pre Buyback equity share capital) of the face value of Rs. 5/- each from all the existing shareholders on a proportionate basis, through the âTender Routeâ process at a price of Rs. 660 per Equity Share payable in cash. The total consideration amounted to Rs. 97.02 Crores representing 9.95% of the aggregate of the paid-up equity share capital and free reserves, as per the audited accounts of the Company for the year ended March 31, 2016. After complying with the applicable laws, the Company bought back 14,70,000 Equity Shares. The funds in respect of accepted Equity Shares have been paid out. Buyback was completed on February 13, 2017 The Promoters who have participated in the Buyback offer re-organised their stake to the permitted levels subsequently as per their undertaking to SEBI. The present Paid up Capital Post Buyback is Rs. 36.95 Crores.

DIVIDEND

The Board in its meeting held on 03.05.2017 has recommended a Dividend of 15% on Equity Shares of Rs. 5/- each (Rs. 0.75), subject to the approval of the Members at the Fourteenth Annual General Meeting.

RESERVES

During the year under review the Company has transferred Rs. 73 Lakhs to the Capital Redemption Reserve towards Buyback of Equity Shares and Rs. 2,386 Lakhs to the General Reserve.

FINANCE

EXPANSION

The Financial Year 2016-17 has been a record year for KPR in augmenting its capacities in the value added segment. A brief about the expansion plans completed during the year is furnished below:

I. GARMENT

KPR commissioned its large Green field Garment manufacturing facility with a capacity to produce 36 million Garments per annum under one roof. Now with a total capacity of 95 Million Garments we are one of the largest Garment Manufacturers in India. New Clients and new Markets are added. Order book positions, response from existing and prospective clients are promising.

II DOUBLING OF PROCESSING CAPACITY

We have also commenced operations in the âState of the Altâ Processing Unit II. The advanced technology of cold processing adopted therein reduces the water consumption by 30% and eliminates the usage of salt completely. This eco - friendly facility will economise the cost of production and enhance the Fabric quality with excellent colour uniformity. This new unit will further add value to the Garment Division.

III. NEW SOPHISTICATED PRINTING DIVISION

KPR established a new Printing Division with the Sophisticated Technology Printing Machines, imported from Austria. This advanced technology empowers us to print sharp designs with high level of accuracy. Entire range of fabrics, such as light & heavy as well as delicate & sensitive fabrics can be printed in the same machine, without any friction. Its ability to print voluminous fabrics with high resolution is a salient feature. The sharpness & accuracy in printing the design and colour are its significant strengths. This new division shall cater to the Premium Brandsâ high-end garment requirements carrying higher revenue and margin.

SUBSIDIARY COMPANIES

In respect of statements pursuant to Section 129(3) of the Companies Act, 2013 (Hereinafter referred to as the âActâ) in âForm AOC - 1â containing the details of Subsidiaries forms part of this Annual Report. However as required by the âAct¹, we give below a brief report on their performance.

I. QUANTUM KNITS PVT. LIMITED

The garment business has been consolidated for effective management.

II. K.P.R. SUGAR MILL LIMITED

The continuous drought conditions at Karnataka impacted the production and supply of sugarcane. The sugarcane crushing commenced in December 2016 during the year, could produce 32,995 metric tons of sugar. Out of 423 Lakh units of power generated 294 Lakh units were sold and 129 Lakh units captively consumed. However sugar prices continues to be stable.

III JAHNVI MOTOR PRIVATE LIMITED

In Financial Year 2016-17 the Company sold 192 cars and with improved service income marked total revenue of Rs. 115.07 Crores. The National Demonetization drive during the year has impacted the sale of automobiles for the industry as a whole considerably. However the Automobile Industiy is optimistic of its growth during the current year.

IV. GALAXY KNITS LIMITED

The Company has not yet commenced its operation.

FIXED DEPOSITS

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

DIRECTORS

Sri.C.R. Anandakrishnan, Director retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

The details of the aforesaid Director, required to be disclosed under Regulation 36(3) of the Listing Regulation, form part of the Notice of the ensuing Annual General Meeting. Your Directors recommend his re- appointment. All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 (2) of the Act.

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 receive 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 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 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.

ANNUAL PERFORMANCE EVALUATION

COMMITTEES

I Audit Committee

II Stake Holders Relationship Committee

III Nomination and Remuneration Committee

IV. Corporate Social Responsibility (CSR) Committee

POLICIES

In pursuance of the Act and the Listing Regulation, the following policies have been framed and disclosed on the Companyâs website âwww.kprmilllimited.comâ.

I Nomination & Remuneration Policy

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

RISK MANAGEMENT

VIGIL MECHANISM & WHISTLE BLOWER POLICY The Company has an established Vigil Mechanism for Directors / 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 formulated 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 â[email protected]â. The key directions / actions can be informed to the Chairman / Managing Director of the Company. The Whistle Blower Policy has been framed and displayed in the Companyâs Website.

CSR EXPENDITURE

During the year, in pursuance of the recommendations of the CSR committee, the Company has contributed Rs. 392.24 Lakhs being 2% 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.

BOARD MEETINGS

The Board of Directors met Six times during the financial year on 28.04.2016, 25.07.2016,05.10.2016,24.10.2016,0712.2016 and 25.01.2017. The Composition of Board, procedure, dates and other details are included in the Corporate Governance Report that forms part of this Report.

CONSOUDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the provisions of the âAct^â and the Listing Regulations entered into with the Stock Exchanges. They are prepared in accordance with the Ind-AS prescribed by the Institute of Chartered Accountants of India, in this regard. The Consolidated Financials also marked a significant increase in its Revenue as well as Profitability.

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 Borrowals, 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 Holding Company and Wholly owned Subsidiary Companies in the ordinary course of business, whose accounts are consolidated with Holding Company and placed before the shareholders at the General Meeting for approval. Accordingly, pursuant to Section 134 (3) (h) read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 and Regulation 23 of the Listing Regulations there are no transactions to be reported under Section 188 (1) of the Act.

However, the Transactions as required under âInd-ASâ are reported in the Notes to Accounts of the Consolidated Financial Statements as well as Standalone Financial Statements of your Company. The Companyâs Policy on dealing with related party transactions is available on the Companyâs website.

EMPLOYEE WELFARE

Labour welfare activities in an industrialized society have far reaching impact not only on the work force but also on the facets of human resources building a humane society. The underlying principle in our welfare practices is to empower the workers with human value addition and make the workers contribute voluntarily their loyal services in genuine spirit of co-operation to promote economic development by increasing production and productivity. The trend setter facilities are provided to supplement the earning of the workers by services such as comfortable & safe accommodation, hygienic food & working conditions, medical assistance, education, library, sports, extra-curricular activities, recreation etc. Higher education facilities provided at KPR is one of the best matching the high standards of an Academic Institution. The Employees are also keen in effective utilization of the education and skill development facilities. During the Academic year 2016 also, supported by the best quality education extended by the Company, several employees excelled in the Government conducted Examinations securing higher ranks. During the year also we have enrolled around 2000 employees under the Central Government skill development initiatives.

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 employeesâ 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 up to 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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that;

I. In the preparation of the Annual Accounts, the applicable Ind-AS 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 records 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 31.03.2017 on a going concern basis.

V. The Directors had 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 had 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 STATEMENT

BUSINESS RESPONSIBILITY REPORT

In pursuance of Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, the Business Responsibility 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

RATIO OF REMUNERATION TO EACH DIRECTOR

Details / Disclosures of Ratio of Remuneration of Director to the median employeeâs remuneration as required by the Act and Companies Rules are appended.

SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS

No significant and material order was passed by any Regulators that have any impact on the going concern status and the operations of the Company.

DETAILS REGARDING ISSUE OF SHARES

During the year under review the Company has not issued any shares. However the Company has subdivided its Share and resorted to Buyback.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, Coimbatore, (ICAI No: 008072S) the Statutory Auditors of the Company retire at the ensuing Annual General Meeting upon completion of their term as per the Art.

As suggested by the Audit Committee the Board recommends the appointment of BSR & Co., LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022), Chennai, as Statutoiy Auditors of the company.

AUDITORS REPORT

The Auditorâs Report to the Shareholders does not contain any qualification.

COST AUDIT

In pursuance of Companies (Cost Records and Audit) Rules, 2014, the Company has appointed a Cost Auditor for the Company to audit the cost records for the Financial Year 2017-18.

SECRETARIAL AUDIT REPORT

As required by the Act a Secretarial Audit Report issued by a Company Secretary in practice is annexed.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Art and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Report.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude and express their appreciation for the assistances 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 co-operation and dedication.

By order of the Board of Directors

Coimbatore K.P. Ramasamy

03.05.2017 Chairman

Mar 31, 2016

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 year ended 31st March, 2016.

FINANCIAL RESULTS (Rs. in Lakhs)

PARTICULARS STANDALONE CONSOLIDATED

2015-16 2014-15 2015-16 2014-15

Sales and Other Income

Domestic Sales (Net of Excise Duty) 1,37,522 1,54,752 1,59,386 1,68,413

Export Sales 54,397 48,803 90,654 80,432

Other Income 7,569 6,682 11,364 10,134

1,99,488 2,10,237 2,61,404 2,58,979

Profit before Interest & Depreciation 38,962 37,843 49,252 46,134

Less : Interest 4,442 6,450 5,729 8,394

Depreciation 12,384 12,587 15,205 15,402

Profit Before Tax 22,136 18,806 28,318 22,338

Less : Taxation

Provision for Current Tax 6,574 5,546 8,390 6,573

Tax relating to earlier years 145 (82) 165 (95)

MAT Credit - 1,281 1,119 1,522

6,719 4,183 7,436 4,956

Deferred Tax Expense / (Credit) (137) 25 (129) 25

Profit After Tax 15,554 14,598 21,011 17,357

REVIEW OF OPERATIONS

In the year under review, despite challenges faced by the Industry & Economy in general, the Company has performed better. The decline in cotton price over 15%, created an equivalent adverse impact on Yarn & Fabric prices. Though power cut in the State has been lifted, the continued evacuation issue deteriorated our wind power generation considerably. However with value added products, optimum utilization of capacities and improved business & margin in Garment, the profitability of the Company has improved. Sensing the need of customers for speciality products, the Company started producing the Slub effect Melange (Colour Melange) and Polyester Cotton Yarn, besides converting the existing facility to value added Compact yarn producing facility. These products carry higher margin and consistent demand. The Garment Industry is expected to continue it''s upbeat. Exports from Tirupur Market, the knitwear hub of India, the value of shipments crossed Rs.21,000 Crores for the fiscal 2015. If the same trend continues for three years, the exports will double. Our expansion initiatives are progressing well as contemplated. With the above strategies, the Company is hoping to secure higher margin in the coming years. With comfortable cash flow, it is expected that the debt level may come down gradually leading to a debt free entity in 3-4 Years.

DIVIDEND

Your Company has been maintaining a consistent dividend track record. Considering better performance and strong liquidity, during the year the Board of Directors have declared two interim dividends, 50% (Rs.5) during lanuary 2016 and 40% (Rs.4) during March 2016. The Board in its Meeting held on 28th April, 2016 has recommended a final dividend of 10% (Rs.1) on Equity Shares, thus aggregating to 100% (Rupees Ten per Share on Equity Share of Rupees Ten each), subject to the approval of the Members at the Thirteenth Annual General Meeting.

RESERVES

During the year under review the Company has transferred Rs.1,500 Lakhs to the Capital Redemption Reserve towards redemption of Preference Shares and Rs.15,554 Lakhs were transferred to General Reserve.

GARMENTS EXPANSION

The expansion of Garment capacity by 36 million garments to cope up with the upsurge in market demand is progressing well and nearing completion. It would entail KPR as one of the largest Garment producing Corporates in India. The response from existing customers as well as from new markets is much encouraging. The interest evinced by leading Brands from new markets substantiates our right move. It is expected to be commissioned during the First Quarter of Financial Year 2016-17.

DOUBLING OF PROCESSING CAPACITY

The sustained growth foreseen in global apparel industry coupled with a shift in overall trade towards Asia over the years in view of lower cost of production, has made India the most preferred, competitive textile manufacturing hub. To keep pace with fast-changing customer demand, design and technology, increase of production capacity coupled with technological advancement has become essential. Currently, India lags in processing capacities in terms of modern technology. Bearing it in mind and commensurate with the increased in-house requirement on account of Garment capacity expansion and future market potential, an expansion drive has been mooted in its Fabric processing facility which has a backing of strong Effluent Treatment Plant. The key factors of expansion are:

- 100% capacity addition - From 25 MT to 50 MT per day

- Advanced continuous process technology minimizing cost of production.

- Hi-tech Rotary screen printing to escalate operations The expansion drive facilitates the Company''s commitment to grow with the market trend. Its salient features are;

- elimination of salt usage in dyeing that considerably reduces the water & energy consumption, effluent etc., thereby minimising cost of production.

- ensuring improved quality, higher color uniformity;

- garnering large overseas customers from new giant markets besides widening the current client base;

- safe processing of delicate & sensitive Fabrics with minimal interruption through Rotary screen printing;

- eligible for 10% capital subsidy under A - TUF scheme.

Investment to ensure this capacity addition will be Rs.120 Crores funded through internal accruals and Bank finance. The project is estimated to be completed in 9 Months'' time.

SUBSIDIARY COMPANIES

The Company has Four Wholly Owned Subsidiary Companies, their financials and details as required Under Section 136 of the Companies Act, 2013 (hereinafter referred to as the ''Act'') are available in the website of the Company.

Statements pursuant to Section 129 (3) of the Act, in ''Form AOC - 1'' forms part of this Annual Report. However as required by the ''Act'', we give below a brief report on their performance.

QUANTUM KNITS PVT. LIMITED

During the year under review the high growth in apparel market and its exports enabled the Company a better margin. The significant increase in the Apparel consumption in developing economies is expected to sustain the growth level for a long term.

K.PR.SUGAR MILL LIMITED

Consequent on the delay in fixation of cane price by the Government during the year also, there has been a delay in Sugar crushing. The drought prevailed at Karnataka, after 5 years of good monsoon, has curtailed sugarcane availability. The Sugar price which was reeling under tremendous pressure due to sluggish demand had a reprieve during the last Quarter of the Financial Year. Produced 66,335 metric tons of sugar. Out of 1005 Lakhs units of power generated 760 Lakhs units were sold and 245 Lakhs units captively consumed.

JAHNVI MOTOR PRIVATE LIMITED

In Financial Year 2015-16, the Company sold 271 Cars and with improved Service Income, it earned a total Revenue of Rs.131.60 Crores. Its effective marketing setup sustained the ''No.1'' Position under category ''B'' Dealership, besides securing ''All India Best Partner'' title in after Sales Service.

GALAXY KNITS LIMITED

The Company has not yet commenced its operation.

FIXED DEPOSITS

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

FINANCE

Our prompt repayments and pre-closure of certain high cost debts, facilitated by healthy Cash flow, elevated the credibility of your Company. It enabled prudent application of funds and better negotiation strength. This exemplary trend is expected to continue.

DIRECTORS

Sri. M.J. Vijayaraaghavan, Director passed away on 10.06.2015. Taking note of his long association and sane advice, the Board placed on record the invaluable services rendered by him as a Senior Director and Audit Committee Chairman.

Sri. A. Sekar, Whole time Director had retired on 27.07.2015 and Sri. P. Selvakumar, Senior Executive of the Company was appointed as a Whole Time Director of the Company. The Board in its Meeting held on 09.03.2016 has co-opted Sri. E.K. Sakthivel, as Additional Director, under the designation ''Executive Director'' subject to the approval of the Company at Annual General Meeting. At the ensuing Annual General Meeting suitable Resolution has been included in the Notice of the said Meeting to regularize his appoinment.

The Company has adequate Independent Directors in compliance with the Act and SEBI (LODR) 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) have been obtained.

Sri. P. Selvakumar, Director retires by Rotation at the ensuing Annual General Meeting and is eligible for reappointment.

The details of the aforesaid Directors, required to be disclosed under Regulation 36 (3) of the Listing Regulations, form part of the Notice of the ensuing Annual General Meeting. Your Directors recommend their appointment / re-appointment. All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 (2) of the Act.

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 receive any remuneration or commission from the Subsidiary Companies and the remuneration paid to them is within the purview of the provisions of Section 197 read with Schedule V of the Act. The Company pays remuneration by way of salary, perquisites, commission (variable component) 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 in pursuance of the recommendation of the Nomination and Remuneration Committee as per the guiding principles laid down in the Nomination and Remuneration Policy and also by the Board of Directors. The information as required by Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended.

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

POLICIES

In pursuance of the Act and the Listing Regulations, the following policies have been framed and disclosed on the Company''s website ''www.kprmilllimited.com''.

I. Nomination & Remuneration Policy

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

RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 17 (9) of the Listing Regulations, the Company has framed a Risk Management Policy. In the opinion of the Board there appears to be no element of risk which may threaten the existence of the Company.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has an established Vigil Mechanism for Directors / 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 formulated 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 ''[email protected]''. The key directions / actions can be informed to the Chairman / Managing Director of the Company.

The Whistle Blower Policy has been framed 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 Rs.338 Lakhs being 2% 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.

BOARD MEETINGS

The Board of Directors met five times during the financial year on 05.05.2015, 27.07.2015, 27.10.2015, 27.01.2016 and 09.03.2016. The Composition of Board, procedure, dates and other details are included in the Corporate Governance Report that forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the provisions of the ''Act'' and the Listing Regulations entered into with the Stock Exchanges. They are prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard. The Consolidated Financials also marked a significant increase in its Revenue as well as Profitability.

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 Borrowals, 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 Holding Company and Wholly owned Subsidiary Companies in the ordinary course of business, whose accounts are consolidated with Holding Company and placed before the shareholders at the General Meeting for approval. Accordingly, pursuant to Section 134 (3) (h) read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 and Regulation 23 of the Listing Regulations there are no transactions to be reported under Section 188 (1) of the Act.

However, the Transactions as required under Accounting Standards AS-18 are reported in the Notes to Accounts of the Consolidated Financial Statements as well as Standalone Financial Statements of your Company. The Company''s Policy on dealing with related party transactions is available on the Company''s website.

EMPLOYEE WELFARE

The Employee Welfare Initiatives and practices followed by the Company, acclaimed as one of the best in the Corporate World, have got far reaching impact on the societal development. KPR Group employs over 15,000 Workers. The unique labour model uplifting the marginalized section of the society - especially women folk - plays a vital role in improving the efficiency and productivity of the employees, besides ensuring them quality life both at work and family life.

Textile Industry is labour intensive and the Indian Textile Industry faces labour shortage. However, the impeccable welfare measures extended by KPR facilitate the process of mobilization of labour resources with ease. Extension of higher education facilities, the flagship of the welfare measures, is continuously best utilized by the workers as can be evidenced by their commendable performance in the Government examinations. So far over 15,000 employees have been benefited by the higher education facilities. The workforce becomes skilled, educated and employable wherever they are. Their consistent dedication and support are considered as invaluable resources for the Company.

Under the Central Government Skill Development initiative (PMKVY), over 2000 Employees of our Company have been enrolled during the year.

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 up to 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 workplace within the Company which are based on fundamental principles of justice and fair play.

Further, Anti Sexual Harassment Committee has been constituted at each unit which 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 had been followed along with proper explanation relating to material departures.

II. The Directors had 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 had 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 had arranged preparation of the accounts for the financial year ended 31.03.2016 on a going concern basis.

V. The Directors had 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 had 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 STATEMENT

In pursuance of Listing Regulations the Corporate Governance Report and Management Discussion and Analysis Statement are attached to this Report. Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance is also attached to 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 and Analysis, which forms part of this report.

RATIO OF REMUNERATION TO EACH DIRECTOR

Details / Disclosures of Ratio of Remuneration of Director to the median employee''s remuneration as required by the Act and Companies Rules are appended.

SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS

No significant and material order was passed by any Regulators that have any impact on the going concern status and the operations of the Company.

DETAILS REGARDING ISSUE OF SHARES

During the year under review the Company has not issued any shares. The Company has redeemed 15,00,000, 7% Redeemable Cumulative Non - Convertible Preference Shares of Rs.100 each, at par.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, Coimbatore, (ICAI No: 008072S) the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT

The Auditor''s Report to the Shareholders does not contain any qualification.

COST AUDIT

In pursuance of Companies (Cost Records and Audit) Rules, 2014, the Company has appointed a Cost Auditor for the Company to audit the cost records for the Financial Year 2016-17.

SECRETARIAL AUDIT REPORT

As required by the Act a Secretarial Audit Report issued by a Company Secretary in practice is annexed and does not contain any qualifications and adverse remarks.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92 (3) of the Act and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Report.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude and express their appreciation for the assistances 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 co-operation and dedication.

By order of the Board of Directors

Coimbatore K.P. Ramasamy

28.04.2016 Chairman

Mar 31, 2015

Dear Members,

We take pleasure in presenting the Report on our Business and Operations for the year ended 31st March 2015.

FINANCIAL RESULTS (Rs.in Lakhs)

PARTICULARS STANDALONE

2014-15 2013-14

Sales and Other Income

Domestic Sales (Net of Excise Duty) 1,54,752 1,50,300

Export Sales 48,803 42,851

Other Income 6,682 5,800

2,10,237 1,98,951

Profit before Interest & Depreciation 37,843 38,184

Less : Interest 6,450 7,234

Depreciation 12,587 12,982

Profit Before Tax 18,806 17,968

Less : Taxation

Provision for Current Tax 5,546 5,034

Tax relating to earlier years (82) 94

Less : MAT Credit Entitlement 1,281 -

4,183 5,128

Provision for Deferred Tax Liability 25 (216)

Profit After Tax 14,598 13,056

PARTICULARS CONSOLIDATED

2014-15 2013-14 Sales and Other Income

Domestic Sales (Net of Excise Duty) 1,68,413 1,65,208

Export Sales 80,432 65,844

Other Income 10,134 9,154

2,58,979 2,40,206

Profit before Interest & Depreciation 46,134 45,327

Less : Interest 8,394 10,450

Depreciation 15,402 15,670

Profit Before Tax 22,338 19,207

Less : Taxation

Provision for Current Tax 6,573 5,313

Tax relating to earlier years (95) 87

Less : MAT Credit Entitlement 1,522 135

4,956 5,265

Provision for Deferred Tax Liability 25 (226)

Profit After Tax 17,357 14,168

REVIEW OF OPERATIONS

Indian Textile Industry, one of the key drivers of Indian Economy, is passing through a positive phase. Our expanded Garment capacity has joined the mainstream. During the year, production levels at all segments of textiles have gone up. However, the steep decline in Cotton prices has impacted the yarn realisation by around 10% over previous year. The up-trend in demand at the Garment Segment entailed the Company to achieve the reported Turnover, despite the challenges faced by the Spinning Segment. Evacuation issue at Power front in the State still continues. Cost of Power and Labour has gone up due to increase in Power charges & Minimum Wages by the Government. Comfortable cash flow enabled the Company to lower working capital loan and Finance cost. The Company earned a Cash Profit of Rs. 272 Crores and Cash EPS of Rs. 72 as against Rs. 260 Crores and Rs. 69 in the previous year. The favourable market trend and the enhanced Garment capacity would strengthen the prospects of the Company. Competing countries' higher cost of production would further widen India's stake at International Market.

DIVIDEND

In its Meeting held on 5th February 2015, Your Board of Directors had declared an interim dividend of 40% on the Equity Shares of the Company. The Board has recommended a final dividend of 50% on Equity Shares, subject to the approval of the Members at the ensuing 12th Annual General Meeting.

Your Directors have recommended the payment of Dividend of 7% on Redeemable Cumulative Non-Convertible Preference Shares of Rs. 100 each.

GARMENTS EXPANSION

Driven by consistent demand, the Global Textile & Apparel Trade is growing rapidly. The core competency enabled Indian Textile Industry to emerge as the World's second largest Textile Exporter. The uptrend is expected to remain for a long term. The Garment capacity expansion mooted during last year has been successfully completed as detailed below.

BROWN FIELD

The Brown field Garment expansion at our Arasur Garment Facility upgrading its capacity by 10 million pieces per annum was completed as scheduled and its Production had commenced from 24th June 2014 onwards.

GREEN FIELD

We are pleased to announce that the Green field Garment expansion at Thekkalur has also been successfully completed as contemplated. It has commenced commercial production from March 2015 onwards. These enhanced our overall Garment Production capacity from 37 Million Pieces to 59 Million Pieces per annum. The increased capacity is fully backed up by firm orders. The Financial Year 2015-16 shall witness its full-fledged operations.

FURTHER EXPANSION

To convert its potential into reality, K.P.R. is planning to add a further large Green field manufacturing facility of 36 Million garments per annum at an estimated cost of Rs. 175 Crores. With this, the total garment capacity will become 95 Million garments per annum, one of the largest in the Country. The project is expected to complete during this financial year. Considering the impelling orders from the existing Buyers and the encouraging response from U.S. market, the Board has considered and accorded its approval to the proposal.

SUBSIDIARY COMPANIES

The Company has the following four Wholly Owned Subsidiary Companies and the Statements pursuant to Section 129 (3) of the Companies Act, 2013 (Hereinafter referred to as the 'Act') in 'Form AOC- 1' containing the details of Subsidiaries forms part of this Annual Report. However as required by the 'Act', we give below a brief report on their performance.

Quantum KNITS PVT. LIMITED

During the year the Company made a Turnover of Rs. 209.26 Crores and a Net Profit of Rs. 13.37 Crores.

K.P.R SUGAR MILL LIMITED

Due to the delay in fixation of cane price by the Government for the Sugar Season 2014-15, the Production had commenced during the month of December 2014 only. Produced 8.83 Crore units of power, out of which 6.13 Crore units sold and 2.70 Crore units captively consumed. 92,285 metric tonnes sugar was produced.

JAHNVI MOTOR PRIVATE LIMITED

During the year the Company sold 265 cars clocking a revenue of Rs. 113.21 Crores. Considering the enlarged demand for 'Audi' vehicles, the Company has extended its network at Madurai in Tamil Nadu. It continues to maintain the 'No.1' position under category 'B' Dealers. New Models were introduced and market response was good.

GALAXY KNITS LIMITED

The Company has not yet commenced its operation.

FIXED DEPOSITS

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

FINANCE

Your Company has been regular in meeting its obligation towards payment of Principal & Interest. Comfortable cash scenario enabled lesser Working Capital Loan vis-a-vis Finance Cost.

DIRECTORS

In pursuance of Section 149 and other applicable provisions of the Act & Clause 49 of the Listing Agreement, Independent Directors were appointed for a Term at the last Annual General Meeting. Pursuant to the provisions of the Act and Listing Agreement Dr. S. Ranganayaki, M.B.B.S., has been co-opted as a Woman Independent Director at the Meeting of the Board of Directors of the Company held on 12.03.2015, subject to her appointment at the Annual General Meeting. To regularise her appointment at the ensuing Annual General Meeting suitable Resolution has been included in the Notice of the said meeting.

Familiarisation Program on the Company and its operations 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 down in Section 149 (6) have been obtained.

Consequent on the cessation of right to appoint a Director in our Board, as per the Agreement, the Private Equity Investors had withdrawn their Nominee Director Sri. Shujaat Khan from our Board with effect from 30.12.2014. The Board wishes to place on record its appreciation for the valuable services rendered by him during the tenure of his Directorship.

Sri. C.R. Anandakrishnan, Director retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

The details of the aforesaid Directors, required to be disclosed under clause 49 of the Listing Agreement, form part of the Notice of the ensuing Annual General Meeting. Your Directors recommend their appointment. All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 (2) of the Act.

KEY MANAGERIAL PERSONNEL AND MANAGERIAL REMUNERATION CRITERIA

In pursuance of the Act, Key Managerial Personnel (KMP) for the Company were appointed. None of the Managing Directors or Whole Time directors receive 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 (variable component) to its Chairman, Managing Directors and fixed monthly remuneration to its Executive Director and Whole Time Director in line with the approvals accorded by the General Meetings 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.

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 Agreement.

COMMITTEES

As required by the provisions of the Companies Act and Listing Agreement, 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. Stake Holders Relationship Committee

III. Nomination and Remuneration Committee

IV. Corporate Social Responsibility (CSR) Committee

POLICIES

In pursuance of the Companies Act, 2013 and the Listing Agreement, the following policies have been framed and disclosed on the Company's website 'www.kprmilllimited.com'.

I. Nomination & Remuneration Policy

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

RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the Company has framed a Risk Management Policy. In the opinion of the Board there appears to be no element of risk which may threaten the existence of the Company.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has an established Vigil Mechanism for Directors / 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 formulated a Policy of Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matters. All suspected violations and Reportable Matters are reported to the Chairman of the Audit Committee at e-mail id '[email protected]'. The key directions / actions will be informed to the Chairman / Managing Director of the Company.

The Whistle Blower Policy has been framed 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 Rs. 2.32 Crores being 2% of the average net profit of the Company towards implementing the CSR activities. Annual Report on CSR, as required by the Act is appended.

BOARD MEETINGS

The Board of Directors met Six times during the financial year on 19.04.2014, 22.05.2014, 04.08.2014, 06.11.2014, 05.02.2015 and 12.03.2015. The Composition of Board, procedure, dates and other details are included in the Corporate Governance Report that forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the provisions of the 'Act' and the Listing Agreement entered into with the Stock Exchanges. They are prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard. The Consolidated Financials also marked a significant increase in its Revenue as well as Profitability.

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 Borrowals, 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 Holding Company and Wholly owned Subsidiary Companies in the ordinary course of business, whose accounts are consolidated with Holding Company and placed before the shareholder at the General Meeting for approval. Accordingly, pursuant to Section 134 (3) (h) read with Rule 8 (2) of the Companies (Accounts) Rules,2014 and clause 49 of the Listing Agreement there are no transactions to be reported under Section 188 (1) of the Companies Act, 2013.

However, the Transactions as required under Accounting Standards AS-18 are reported in Note 31 of the Notes to Accounts of the Consolidated Financial Statements as well as Standalone Financial Statements of your Company. The Company's Policy on dealing with related party transactions is available on the Company's website.

EMPLOYEE WELFARE

Strong and dedicated work force is one of our Key Strengths. The Company continues to extend exemplary facilities to the Employees. Their sustained involvement enabled higher productivity and efficiency with low attrition rate. Their consistent record making ability in Government examinations evidences the high standard of unique educational facilities extended by the Company to the Employees.

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 up to 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 workplace within the Company which are based on fundamental principles of justice and fair play.

Further, Anti Sexual Harassment Committee has been constituted at each unit which 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 Companies Act, 2013, 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 31.03.2015 on a going concern basis.

V. The Directors had 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 had 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 STATEMENT

Corporate Governance Report and Management Discussion and Analysis Statement 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 Clause 49 of the Listing Agreement is also attached to 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 of Ratio of Remuneration of Director to the median employee's remuneration as required by the Act and Companies Rules are appended.

SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS

No significant and material order was passed by any Regulators that have any impact on the going concern status and the operations of the Company.

DETAILS REGARDING ISSUE OF SHARES

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

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, Coimbatore, (ICAI No: 008072S) the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for Re-appointment.

AUDITORS REPORT

The Auditor's Report to the Shareholders does not contain any qualification.

COST AUDIT

In pursuance of Companies (Cost Records and Audit) Rules, 2014, the Company has appointed a Cost Auditor for the Company to audit the cost records for the Financial Year 2015-16.

SECRETARIAL AUDIT REPORT

As required by the Act a Secretarial Audit Report issued by a Company Secretary in practice is annexed.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Report.

ACKNOWLEDGEMENT

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

By order of the Board of Directors

Coimbatore K.P. Ramasamy 05.05.2015 Chairman

Mar 31, 2013

Dear Shareholders,

The are delighted to present the report on our business and operations for the year ended March 31, 2013.

(Rs. in Lakhs)

FINANCIAL RESULTS STANDALONE CONSOLIDATED

Particulars 2012-13 2011-12 2012-13 2011-12

Sales and Other Income

Domestic Sales (Net of Excise Duty) 1,18,937 89,346 1,19,225 81,240

Export Sales 27,157 19,493 43,368 39,130

Other Income 3,835 10,427 4,447 6,868

1,49,929 1,19,266 1,67040 1,27238

Profit before Interest & Depreciation 36,312 18,376 39,303 18,676

Less : Interest 8,008 4,704 9,803 4,817

Depreciation 14,181 10,362 15,093 10,362

Profit Before Tax 14,123 3,310 14,407 3,497

Less : Taxation

Provision for Current Tax 2,798 591 2,877 648

Less : MAT Credit Entitlement 244 590 263 598

Tax relating to earlier years - 360 12 378

2,554 (359) 2,602 (328)

Provision for Deferred Tax Liability 1,493 546 1,504 546

Profit After Tax 10,076 3,123 10,301 3,279

REVIEW OF OPERATIONS

Your Company is one of the largest vertically integrated textile players with presence across the entire value chain from "fibre to fashion".

During the year under consideration the Company witnessed a good surge in its top line. Even though the year 2012-13 was marked by a significant volatility in the National Economy, the Company delivered a commendable performance. The increase in EBITDA was driven mainly by growth in sales, stable raw-material pricing and continued optimization of costs.

Consistent expansion with continuous focus on delivering value added products at customer acclaimed Quality and recent diversification activities have started yielding the desired results. The year under review witnessed establishment of the Melange yarn facility which is a value added yarn yielding higher margins .Price stability and adequate availability of Cotton, increased demand for Yarn and Fabrics both at domestic and international Markets resulted an impressive performance during the year under review over previous year.

Growing response for our superior quality products in the markets led to improved profitability. Your Company generated a Cash Profit of Rs. 243 Crores and Cash EPS of Rs. 64 as against Rs. 135 Crores and Rs. 36 in the previous year.

DIVIDEND

Your Board of Directors at their Meeting held on 07.02.2013 had declared an interim dividend of 30% on the Equity Shares of the Company. Your Board has recommended a final dividend of 30% on Equity Shares of the Company, which is subject to approval of the Members at the ensuing 10th Annual General Meeting

PROJECTS

Melange Yarn Project at Karumathampatti with 16,128 Spindles and Expansion cum Modernisation at Sathyamangalam were completed.

FIXED DEPOSITS

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

FINANCE

Your Company has been regular in meeting its obligation towards payment of Principal / Interest to Banks.

DIRECTORS

Sri.M.I.Vijayaraaghavan, SriAM.Palanisamy and Sri.C.Thirumurthy, Directors retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

As required under clause 49 of the Listing Agreement, the brief resumes of those Directors are furnished in the Notice of Annual General Meeting.

SUBSIDIARY COMPANIES

The Company has following four Subsidiary Companies with 100% Beneficial Interest and the Statements pursuant to Section 212 of the Companies Act, 1956 containing details of Subsidiaries forms part of this Annual Report.

1. Quantum KNITS PVT. LIMITED 2. K.P.R. Sugar Mill Limited

3. Jahnvi Motor Private Limited 4. Galaxy Knits Limited

COGEN CUM SUGAR PROJECT- K.P.RSUGAR MILL LIMITED:

We are glad to announce that the Cogen Cum Sugar Factory with 30 MW and 5000 TCD respectively, established at Almel Village, Sindagi Taluk, Bijapur (DT), Karnataka, commenced commercial production from November 2012 onwards. During five months of its maiden year of operations produced 7.23 Crores units of Power, out of which 5.24 Crores Units sold and the remaining 1.99 Crores units captively consumed; 66234 MT of Sugar produced, out of which 8939 MT sold. Adequate availability of Men, Material and Strategic Management Policies enabled a comfortable operation in its first year itself.

PREMIUM CAR DEALERSHIP- JAHNVI MOTOR PRIVATE LIMITED

During the year, your company has invested Rs. 1.51 Crores in M/s.Jahnvi Motors Private Limited. Consequently the said Company has become our Wholly Owned Subsidiary w.e.f. 30.10.2012.

In view of the general exemption granted by the Central Government vide its Circular No: 2/2011 dated 8th February, 2011 the Audited Statement of Accounts, the reports of the Board of Directors and Auditors of the Subsidiary Companies are not annexed as required under section 212(8) of the Companies Act, 1956. Shareholders who wish to have a copy of the full report and accounts of the Subsidiaries will be provided on receipt of written request from them. These documents will be put up on the Company''s Website viz. www.kprmilllimited.com and will also be available for inspection by any Shareholder at the Registered Office of the Company on any working day during business hours.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

The consolidated Financials also marked a significant increase in its Revenue as well as Profitability.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act 1956 and the Rules made thereunder, is provided in an Annexure forming part of this Report. In terms of Section 219 (1) (b) (iv) of the Companies Act 1956, the Report and Accounts are being sent to Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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 section 217(1)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are provided in the Annexure to the Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, 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, 1956, 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 March 31, 2013 on a going concern basis.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Corporate Governance Report and Management Discussion and Analysis Statement are attached to this Report.

AUDITORS

M/s.Deloitte Haskins & Sells, Chartered Accountants, Coimbatore, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for Re-appointment.

AUDITORS REPORT

The Auditor''s Report to the Shareholders does not contain any qualification.

COST AUDITOR

The Company has reappointed Sri.B.Venkateswar, B.Sc., ACMA, Coimbatore, as the Cost Auditor to audit cost accounts for the year ending on 31.03.2014.

INDUSTRIAL RELATIONS

The relationship with employees continued to remain cordial throughout the year under review.

ACKNOWLEDGMENT

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

Coimbatore By order of the Board of Directors

2105 2013 K.P. Ramasamy

Chairman

Mar 31, 2012

The Directors have pleasure in presenting the Ninth Annual Report including the Audited Financial Statements of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS STANDALONE CONSOLIDATED

Particulars 2011-12 2010-11 2011-12 2010-11

Sales and Other Income

Domestic Sales 90,265 86,107 82,148 77,980

Export Sales 20,728 15,958 39,454 29,989

Other Income 9,496 3,830 5,949 2,987

1,20,489 1,05,895 1,27551 1,10,956

Profit before Interest & Depreciation 18,376 24,887 18,676 25,146

Less : Interest 4,704 3,116 4,817 3,235

Depreciation 10,362 12,568 10,362 12,568

Profit Before Tax 3,310 9,203 3,497 9,343

Tax 187 2,077 218 2,122

Profit After Tax 3,123 7126 3,279 7221

REVIEW OF OPERATIONS

During the year, your Company has successfully installed value- added capacities of Compact Yarn. The Melange Yarn capacity addition and modernization of our Sathyamangalam plant is also nearing completion. Your Company's drive towards 100% self- sufficiency in power is also on-course through its Co-gen cum Sugar plant at Bijapur.

Your Company achieved a growth in exports of 32% resulting in overall turnover growth of 15% in a year that witnessed unprecedented volatility in raw material prices and acute power shortage. Your Company's efficient operations helped us to close another profitable year with a Profit after tax of Rs. 32.79 Crores, though at a lower margin of 2.6%. Your Company earned a Cash profit of Rs. 136 Crores and Cash EPS of Rs. 36.

DIVIDEND

The Board of Directors at their Meeting held on 14.05.2012 had paid an interim dividend of 30% on the Equity Shares of the Company. The Board has recommended a final dividend of 20% on Equity Shares of the Company, which is subject to the approval of the Members at the 9th Annual General Meeting.

EXPANSION AND MODERNIZATION

The expansion into higher value products initiated with Compact Spinning capacity addition has been completed and its commercial production commenced. Your Company's other value-add project, Melange Yarn, is expected to be completed by mid July 2012. The modernisation at Sathyamangalam consisting of replacement of ring frames is nearing completion.

FIXED DEPOSITS

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

FINANCE

Your Company has been regular in meeting its obligation towards payment of Principal / Interest to Banks.

DIRECTORS

Dr.K.Sabapathy, Sri.K.N.V.Ramani and Sri.G.P.Muniappan, Directors retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

Resolutions seeking the approval of the Members for the aforesaid re-appointments are included in the notice calling the ensuing Annual General Meeting. As required under clause 49 of the Listing Agreement, the brief resumes of those Directors are also furnished in the said Notice.

SUBSIDIARY COMPANIES

The Company has two Subsidiary Companies and the Statements pursuant to Section 212 of the Companies Act, 1956 containing details of Subsidiaries forms part of this Annual Report.

In view of the general exemption granted by the Central Government vide its Circular No: 2/2011 dated 8th February, 2011 the Audited Statement of Accounts, the reports of the Board of Directors and Auditors of the Subsidiary Companies are not annexed as required under section 212(8) of the Companies Act, 1956. Shareholders who wish to have a copy of the full report and accounts of the Subsidiaries will be provided on receipt of written request from them. These documents will be put up on the Company's Website viz. www.kprmilllimited.com and will also be available for inspection by any Shareholder at the Registered Office of the Company on any working day during business hours.

As regards the 'Cogen cum Sugar Project' implemented by the Subsidiary M/s.K.P.R. Sugar Mill Limited, its construction activities are in progress and is expected to be commissioned by October 2012.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act 1956 and the Rules made there under, is provided in an Annexure forming part of this Report. In terms of Section 219 (1) (b) (iv) of the Companies Act 1956, the Report and Accounts are being sent to Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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 section 217(1)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are provided in the Annexure to the Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, 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, 1956, 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 March 31, 2012 on a going concern basis.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Corporate Governance Report and Management Discussion and Analysis Statement are attached to this Report.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, Coimbatore, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for Re-appointment.

COST AUDITOR

In conformity with the General Circular issued by the Ministry of Corporate Affairs, the Company has appointed Sri.B.Venkateswar, B.Sc., ACMA, 31/3-E, Sri Ramakrishna Nagar, Kavundampalayam, Coimbatore - 641 030, as the Cost Auditor to audit cost accounts for the year ending on 31.03.2013.

AUDITORS REPORT

The Auditor's Report to the Shareholders does not contain any qualification.

INDUSTRIAL RELATIONS

The relationship with employees continued to remain cordial throughout the year under review.

ACKNOWLEDGMENT

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

On Behalf of the Board of Directors

Coimbatore K.P. Ramasamy

28.06.2012 Chairman

Mar 31, 2011

The Directors have pleasure In presenting the Eighth Annual Report together with the Audited Financial Statements of the Companyfor the year ended 31st March 2011:

CONSOLIDATED FINANCIAL RESULTS Rs. In Lakhs

Particulars 2010-11 2009-10

Sales and Other Income:-

DomesticSales 74,948.04 56,903.84

Export Sales 29,988.84 23,417.07

OtherIncome 6,019.16 3,388.27

1,10,956.04 83,709.18

Profit before Interest* Depreciation 25,145.34 16,717.41

Less: Interest 3,234.56 2,733.25

Depreciation 12,567.54 7,049.73

Profit Before Tax 9,343.24 6,934.43

Less: Taxation:-

Provision for Current Tax 3,275.05 1,185.05

Less: MAT Credit Entitlement - 676.85

3,275.05 508.20

Deferred Tax Charge (1,152.55) 1,382.72

ProfitAfterTax 7,220.74 5,043.51

Add: Balance in Profit &LossAccount 19,764.62 17,642.25

Amount available for Appropriation 26,985.36 22,685.76

Appropriation:

Transfer to General Reserve 712.59 504.35

Interim Dividend 1,130.49 1,507.32

Tax on Interim Dividend 187.76 250.35

Proposed Dividend on Equity Shares 1,130.50 565.24

Tax on proposed Dividend 183.40 93.88

Provision for Dividend on Preference Shares 61.56 -

Taxon Preference dividend 10.22 -

Surplus Transferred to Balance Sheet 23,568.84 19,764.62

26,985.36 22,685.76

REVIEW OF OPERATIONS

With constant growth in all its activities, your Company could cross a milestone of achieving more than Rs.1000 Crores Turnover during the financial year under review. With operations at 90 % capacity utilization, the Yam Division witnessed a strong traction in its revenues. Similar trends prevailed in Garment and Processing Divisions too. Your Companys Export Revenue increased by 28% over last year to Rs.299.88 Crores, of which around 94% contributed by Garment Division. These enabled your Company to attain commendable total revenue of Rs.1109.56 Crores, @ 33% over last years Rs.837.09 Crores registering an enhanced profitability with EBITDA for Current Year Rs.251.45 Crores, from Rs.167.17 Crores in previous year, an increase of 50%. Net Profit increased to Rs.72.21 Crores in current year from Rs.50.44 Crores of previous year. Overall improvement in Capacity Utilisation and the encouraged market conditions enabled the achievement.

DIVIDEND

Considering the better performance and profitability the Board of Directors in its Meeting held on 29.10.2010 had declared an Interim Dividend of Rs.3/- per share on the Equity Capital of the Company absorbing a sum of Rs.13.18 Crores, including tax on Dividend. Taking into account the prospective business outlook more particularly the growth in revenue assured by the expanded capacity, your Directors are glad to recommend a Final Dividend of Rs.3/- per Equity Share (30%) with a cash outflow of Rs.13.14 Crores (including Tax on Dividend) that may result in a total Dividend of Rs.6/- per share (60%) for the financial year 2010-2011. During last year, the Dividend declared was Rs.5.50/- per share (55%) with a cash outflow of Rs.24.16 Crores (including Tax on Dividend) Dividend on Preference Share amounts to Rs 0.72 Crore (including tax)

EXPANSION AND MODERNIZATION

The ongoing expansion and modernization projects undertaken byyourCompany comprise of:

1. Compact Spinning Expansion

As reported last year the Company expands in high margin, high value-add compact yarn segment. Addition of 1,03,680 spindles with a total outlay of Rs.310 crores at Karumathampatti utilising the Term Loan assistance from Banks and the unutilized IPO Funds is in progress. Around 80% of the civil construction work that was commenced during May 2010, has been completed. 34560 spindles have been installed, in which 10080 spindles were already put in to operation. Commercial production commenced during April 2011 which is expected to be fully operational by September 2011. Entire Term Loan availed is eligible for TUF subsidy.

2. Windmill

Added 25 Wind Mills of 21.25 MW capacity to the present 39.82 MW thereby enhancing its Wind Power generation capacity to 61.07 MW to support its Compact Spinning capacity Expansion. The strategic approach of supplementing all its expansion activities with simultaneous wind energy capacity addition:

1. Reassures KPR s ability to meet its power requirements through wind energy

2. Reduces its Power cost significantly

3. Reiterates its commitments towards Green initiatives

3. Modernisation at Sathyamangalam Mill

Through Modernisation cum Expansion plan at an estimated cost of Rs 38.45 Crores at Sathyamangalam, the total Spindles envisaged are 51,456, out of which 21,216 Spindles have been erected during March 2011 and the balance is expected to be completed in a phased manner by October 2011.

4. Melange Yarn Spinning

Enthused by the domestic and export market demand, the Company has initiated. Installation of 16,128 Spindles of Melange Yam capacity at Karumathampatti plant considering the cost and location benefits. The total cost of the expansion is estimated at Rs 17.72 Crores and average cost per Spindle will be Rs 11,000 which has leverage of economics. The unique features of Melange Yam are the natural fiber with excellent treatment enabling coziness, softness and lively color. Besides meeting 25% of captive consumption it shall cater to the needs of market. Around 20% Civil work is completed and the project is expected to be fully operational by January 2012 in a phased manner.

After completion of the aforesaid projects the total spinning capacity will rise to 3,53,088 spindles from the existing 212,064 (up 66%)

FUTURE OUTLOOK

Your Company continues to accelerate growth through its focused approach in higher value- add segments of the textile value chain by expansion and modernisation. Further, to maintain its self-reliance in power requirements, additional wind power capacity is added. These new endeavors promises sustained growth in the years to come enhancing its profitability and returns.

Contrary to the surge prevailed in most part of the financial year under review, the prices of cotton vis-a-vis yarn are witnessing sharp decline. However Your Company believes that this short term trend would bounce back once the prices stabilize.

With concerted efforts to move deeper into premium margin segments and strong cost competitiveness, your Company expects to continue to deliver consistent growth and performance.

FIXED DEPOSITS

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

FINANCE

Your Company has been regular in meeting its obligation towards payment of Principal / Interest to Banks.

DIRECTORS

Mr. C.R.Anandakrishnan and Mr. C. Thirumurthy were appointed as Additional Directors in the Board Meeting held on 31.01.2011. Sri.C.R.Anandakrishnan was also appointed as Executive Director in the said meeting.

The aforesaid Directors and Sri.A.M.Palanisamy who was appointed as a Director in the casual vacancy on February 22, 2010 will hold offices upto the date of the ensuing Annual General Meeting of the Company. Notices under section 257 of the Companies Act, 1956, have been received from Members proposing their appointment as Directors.

Sri. Shujaat khan and Sri.M.J. Vijayaraaghavan retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

Resolution seeking the approval of the Members for the aforesaid appointments are included in the notice calling the ensuing Annual General Meeting. As required under clause 49 of the Listing Agreement, the brief resumes of the Directors proposed to be appointed / re-appointed are furnished in the Notice of the Annual General Meeting.

SUBSIDIARY COMPANY

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of Subsidiary of the Company forms part of thisAnnual Report. In view of the general exemption granted by the Central Government vide its Circular No: 2/2011 dated 8th February, 2011 the Audited Statement of Accounts,. the reports of the Board of Directors and Auditors of the Subsidiary Companies are not annexed as required under section 212(8) of the Companies Act, 1956. Shareholders who wish to have a copy of the full report and accounts of the Subsidiary will be provided on receipt of written request from them. These documents will be put up on the Companys Website viz. www.kprmilllimited.com and will also be available for inspection by any Shareholder at the Registered Office of the Company on any working day during business hours.

PROPOSED FINANCIAL PARTICIPATION:

The Board of Directors in its Meeting held on 30.05.2011, approved "In-Principle" Financial participation upto Rs.72.50 Crores, to be met out of internal accruals over 2 years, in K.P.R. Sugar Mills Private Limited for setting up a Sugar cum Co-gen Project at Bijapur District, Karnataka. K.P.R. Sugar Mills Private Limited will be a Subsidiary of your Company and by virtue of this participation there will be access to 34 MW of Green Power. This along with our existing investments in wind power will position your Company with an unique distinction of having 100% Green Power of 95 MW.

SHARE CAPITAL:

As approved in the 7th Annual General Meeting of the Company 15,00,000, 7% Redeemable Cumulative Non-Convertible Preference Shares of Rs.100/- each were allotted to K.P.R. Developers Limited as a consideration other than cash.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

AUDIT COMMITTEE

TheAudit Committee of the Company comprises of 4 Directors viz.,

Sri.M.J.Vijayaraaghavan-Independent and Non-Executive Director (Chairman)

Dr. K. Sabapathy- Independent and Non - Executive Director

Sri. G.P. Muniappan - Independent and Non - Executive Director

Sri. P. Nataraj - Non - Independent and Executive Director

AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any qualification.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act 1956 and the Rules made thereunder, is provided in an Annexure forming part of this Report. In terms of Section 219 (1) (b) (iv) of the Companies Act 1956, the Report and Accounts are being sent to Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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 section 217(1 )(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are provided in the Annexure to the Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, 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, 1956, 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 March 31,2011 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement a Report on Corporate Governance along with Auditors Certificate of its compliance forms part of the Annual Report.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreements with the Stock Exchanges forms part of theAnnual Report.

AUDITORS

M/s.Deloitte Haskins & Sells, Chartered Accountants, Coimbatore, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. A certificate under section 224(1 B) of the Companies Act 1956, has been obtained from them.

INDUSTRIAL RELATIONS

The relationship with employees continued to remain cordial throughout the year under review.

ACKNOWLEDGMENT

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

Coimbatore On Behalf of the Board of Directors

30.05.2011 K.P. Ramasamy

Chairman

Mar 31, 2010

The Directors have pleasure in presenting the Seventh Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March 2010:

Particulars 2009-10 2008-09 Sales and Other Income Domestic Sales 56,903.84 53,809.02

Export Sales 23,417.07 18,008.73

Other Income 3,388.27 3,208.73

83,709.18 75,026.48

Profit before Interest & Depreciation 16,717.41 11,262.33

Less: Interest 2,733.25 3,836.89

Depreciation 7049.73 5,595.44

Profit Before Tax 6,934.43 1,830.00

Less: Taxation Provision for Current Tax (MAT) 1,185.05 207.34

Less: MAT Credit Entitlement 676.85 2.42

508.20 204.92

Provision for Deferred Tax Liability 1,382.72 588.56

Provision for Fringe Benefit Tax - 26.18

Profit After Tax 5,043.51 1,010.34

Add: Balance in Profit & Loss Account 17642.25 17589.43

Amount available for Appropriation 22,685.76 18,599.77 Appropriation

Transfer to General Reserve 504.35 75.78

Interim Dividend 1,507.32 -

Tax on Interim Dividend 250.35 -

Proposed Dividend 565.24 753.66

Tax on Proposed Dividend 93.88 128.08

Surplus Transferred to Balance Sheet 19,764.62 17642.25

22,685.76 18,599.77

REVIEW OF OPERATIONS

The Rscal 2010 was an Year challenged by severe power cut resulting in reduced capacity utilisation. Price spiral in cotton, difficult Global Economy, rise in Labour Cost in line with a jump in legal Minimum wages etc. However your Company on a Consolidated basis, with its unique strengths and strategies achieved an impressive Total Revenue of Rs. 837 Crores, 11.6% over last years Rs. 750 Crores and a significant growth in profitability with EBIDTA for the current year Rs. 167 Crores from Rs. 112 Crores in previous year, an increase of 49%. Net profit increased to Rs. 50 Crores in current year from Rs. 10 Crores in the previous year due to improved product mix and overall increase in capacity utilization to 80% as against 67% in FY09. The utilisation levels increased with improved power availability in the State, coupled with internal power saving initiatives and third party power purchase.

DIVIDEND

In view of appreciable growth in profitability, the Board of Directors in its meeting held on 16.04.2010 have declared an Interim Dividend of Rs. 4/- per share on the Equity Capital of the Company absorbing a sum of Rs. 1757 Crores, including Tax on Dividend. Enthused by the sustained Textile Market trend your Directors are glad to

recommend a Final Dividend of Rs. 1.50/- per Equity Share with a cash outflow of Rs. 6.59 Crores (including Tax on Dividend) that may result in a Total Dividend of Rs. 5.50 per share(55%) for the financial year 2009-10. During last year, the Dividend declared was Rs. 21- per share (20%) with a cash outflow of Rs. 8.82 Crores (including Tax on Dividend).

EXPANSION AND MODERNIZATION COMPACT SPINNING

In line with its endeavour to continuously enhance the overall profitability and shareholders returns, your Company planned to expand in high margin, high value-add compact yam segment. With its unique features of low hairiness levels and improved strength, compact yams demand in the market has gone up with high end product manufacturers manufacturing premium cotton/knitwear products. In order to meet this growing demand of compact yam in both international and domestic markets, your Company has started expansion into 100% compact yam manufacturing space with plans to add 1,03,680 spindles at a total estimated cost of Rs. 310 Crores. The capacity addition would take place adjacent to the existing plant of Karumathampatti in order to achieve cost and location benefits. The expansion is expected to be completed by the end of April 2011 in a phased manner. The compact yam would help your Company to achieve higher productivity and better realisation with reduction in wastage.

With your approval in the Extra-Ordinary General Meeting held on 30.03.2010, the utilisation of balance IPO proceeds amounting to Rs. 71.03 Crores was revised so as to venture into the expansion of "Compact Spinning capacity" instead of further expansion of garment and processing facilities. Financial closure for the balance fund requirement towards the project has also been completed and the expansion program is in progress.

Your Company adopts a strategic approach of tying up its expansion proposal with captive wind energy generation to meet its power requirements. The above expansion too would be supported by simultaneous investment in installation of incremental capacity of 24MW wind mills at an estimated cost of Rs. 128 Crores. The windmill expansion is expected to be completed by the end of November 2010 in a phased manner.

SATHYAMANGALAM MILL

To achieve greater productivity, increased efficiency, improved quality and to meet the growing demand for yarn both at Domestic and International Markets, it has been decided to modernize the existing 30,240 Spindleage at our maiden Spinning Unit at Sathyamangalam. The existing Ring frames are replaced with new Ring Frames that yield better productivity.

It is also proposed to expand the spindleage capacity by adding 17952 spindles of recently launched LR9/AX 1632 spindles with cutting edge technologies that ensures best quality. The plan for expansion at the existing unit will reduce the per spindle cost considerably with minimal cost towards civil construction, infrastructures, managerial personnel etc.

The Total Outlay of the aforesaid Project is around Rs. 30.45 Crores, after netting off the sale of old asset for which also the financial closure with Bank has been established.

sl Expenditure as per utilised upto balance to be Utilised no. items Prospectus 30th martch 2010 towards Compact Spinning Expansion videegm approvaldated 30th march 2010 1 Expansion of the 1,059.10 661.82 397.28 Apparel facility at Arasur

2 Setting up a Design 56.00 19.00 37.00 at Arasur Studio 3 Construction of an 712.80 250.00 462.80 additional hostel facility at Arasur

4 Expansion of the 3,970.20 - 3,970.20 Processing facility at SIPC0T, Perundurai

5 Investment in knitting 2,595.80 1,483.3 5 1,112.45 facility at Arasur

6 Addition of Balancing 1,381.20 266.46 1,114.74 Equipments for our spinning facilities

7 General Corporate 2,415.60 2,300.22 115.38 purposes-Normal Capex

8 Issue Expenses 1,111.53 1,21865 -

Total 13,302.23 6,199.50 7102.73

(Rs. in Lakhs)

Fund allocated for Compact Spinning expansion 7102.73

Expenses incurred upto 10.06.2010 towards 1,005.16

Compact Spinning Balance amount to be utilized towards 6,097.57

Compact Spinning Project

FUTURE OUTLOOK

Your Company has a well planned strategy for sustained growth with focus on premium products to accelerate its revenues and margins. Your Company expects to continue strong performance in FY11 also by further improving capacity utilization across all key divisions. The utilization for yarn is expected to increase from 80% in FY10 to 90% in FYll, for garments from 65% to 70% and for processing from 55% to 65%. This coupled with good recovery in demand globally would set the stage for strong performance for your Company in comingyears.

The appreciation of Rupee remains a challenge for the Indian Exporters lowering their edge over other textile nations whose currencies have not appreciated to the same extent against US dollar. Besides, the rise in input costs in line with the global trends, the Governments policies on export of cotton & cotton yarn are also causes of concern to the Textile Industry. However our key strengths viz, Economized Labour cost through well motivated Labour force with Social empowerment, Lower Power cost through Green Energy and Strong fundamentals with consistent Growth embolden us to march ahead of all odds.

After implementing the projects envisaged, depending on the Market requirements, your Company may also scale up the capacities at process and garmenting divisions. The current capacities have been designed in a way to allow brownfield expansions at existing sites at an investment much lower than that for a Greenfield. We intend to double these capacities with minimal capex once the present facilities reach their optimum utilization levels, which currently hovers around 55%-65%.

FIXED DEPOSITS

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

FINANCE

Your Company has been regular in meeting its obligation towards payment of Principal / Interest to Banks.

DIRECTORS

Mr. AM. Palanisamy B.Com., RCA was appointed as a Director in the Board Meeting held on February 22,2010, in the place of casual vacancy caused by the resignation of Mr. M. Ramji and he holds office upto the date of the 8th Annual General Meeting.

Mr. G.P. Muniappan and Mr. K.N.V. Ramani retire from the Board on rotation and are eligible for re-appointment at the forthcoming Annual General Meeting. The Notice convening the Annual General Meeting includes the proposals for re-appointment of Directors and their particulars as required by the Listing Agreement.

SUBSIDIARY COMPANY

During the year under review your Company has promoted a wholly owned subsidiary in the name of Quantum Knits Private Limited with whom the Operations and Management of Garment Division at Arasur has been entrusted. The statement pursuant to Section 212 of the Companies Act, 1956, containing details of subsidiary of the Company, forms part of this Annual Report.

In view of the exemption received from Central Government vide letter no. 47/449/2010-CL-lll dated 18.05.2010, the Audited Statement of Accounts, the reports of the Board of Directors and Auditors of the Subsidiary Companies are not annexed as required under Section 212(8) of the Companies Act, 1956. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will be put up on the Companys Website viz. www.kprmilllimited.com and will also be available for inspection by any Shareholder at the Registered Office of the Company on any working day during business hours.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of 4 Directors viz.,

1) Sri. M.J. Vijayaraaghavan -Independent and Non - Executive Director (Chairman)

2) Dr. K. Sabapathy -Independent and Non - Executive Director

3) Sri. G.P. Muniappan* -Independent and Non - Executive Director

4) Sri. P. Nataraj -Non - Independent and Executive Director

Ã Appointed as a Member w.e.f. 0710.2009

AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any qualification.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act 1956 and the Rules made thereunder, is provided in an Annexure forming part of this Report. In terms of Section 219 (1) (b)(iv) of the Companies Act 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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 section 217(l)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are provided in the Annexure to the Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, 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, 1956, for safeguard 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 March 31,2010 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement a Report on Corporate Governance along with Auditors Certificate of its compliance forms part of the Annual Report.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreements with the Stock Exchanges forms part of the Annual Report.

AUDITORS

M/s.Deloitte Haskins & Sells, Chartered Accountants, Coimbatore the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for Re-appointment. A certificate under section 224(1B) of the Companies Act 1956, has been obtained from them.

INDUSTRIAL RELATIONS

The Board congratulates the Management for adding yet another credential to its accreditations by securing TUV Rheinland STAR rating for -SIMA - Code of Discipline for Women Employment Certification of Excellence for one of its Units. The excellent facilities and amenities provided to the Employees by the Company are acclaimed as one of the best and set precedence in the Textile Industry. Besides, it secures a sense of satisfaction by fulfillment of its Corporate Social Responsibility too.

The relationship with employees continued to remain cordial throughout the year under review

ACKNOWLEDGMENT

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

On Behalf of the Board of Directors

Coimbatore K-P- Ramasamy

28.06.2010 Chairman

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