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, 2026.

FINANCIAL RESULTS (' in Lakhs)

REVIEW OF OPERATIONS

Navigating global headwinds, KPR continues its proven track
record of execution, scale & efficiency earning a higher revenue
over previous year. Garmenting remains the growth engine
supported by timely capacity additions & efficient utilization
levels. The modernization in the spinning & Knitting division
continued. Fabric continues to be produced as per market
requirement. The captive renewable energy generated has
reduced the power cost besides contributing the sustainable
development goals of the Nation. KPR continues to be a leading
player supplying yarn & fabrics to over 1,500 buyers in the
Tirupur market, a major knitwear hub for the export of cotton
apparels. Its high quality consciousness and timely
commitment retain its reputed and leading customer base.
Wind power generation has improved and overall performance
in the textile segment continues to be good.

WAY FORWARD

Though the recent India-US and India-EU trade agreements
mark a structural shift, materially improving India’s tariff
competitiveness reinforcing India’s position as a preferred long¬
term sourcing destination, the sudden escalation of conflict in
the Middle East has once again disrupted this momentum. For
India, the impact is immediate particularly in the form of rising
energy costs and supply uncertainties. The Industry must use
this phase to strengthen its core. Innovation should be
accelerated not just in products, but in materials, applications,
and value-added solutions. Global demand is increasingly
shifting towards performance-driven and sustainable textiles.
With scale, capabilities, and customer relationships already in
place, KPR is well positioned to capture the next upcycle.
Driven by a gradual recovery in cotton yarn spreads and
improved garmenting margins supported by reasonably stable
cotton prices, KPR expects to repeat better performance during
the current year (FY 2026-27) also.

EXPANSION AND MODERNIZATION

Under the modernization programs, old cards and knitted
machines were replaced with new advanced machinery.
Modernization in its spinning and knitting divisions are under
way. Besides technological advancement throughout the value

chain, the best possible automation is also established that will
result in economising the labour cost. A large scale green field
garment expansion is also on the cards.

DIVIDEND

Considering better performance and strong liquidity during the
year, the Board of Directors have declared an Interim Dividend
@ 250% on equity shares ('2.50 per Equity Share) at their
meeting held on 09.02.2026.

Further, the Board in its meeting held on 12.05.2026 has also
recommended a Final Dividend @ 250% on equity shares
('2.50/- per Equity share) for the Financial Year 2025-26,
subject to the approval of the Members of the Company at the
ensuing 23^rd (Twenty Third) Annual General Meeting.

The total dividend for the Financial Year 2025-26, including
Interim and Final Dividend, aggregates to 500% (' 5/- per Equity
Share of face value '1/- each).

RESERVES

The Board of Directors does not recommend to transfer any
amount to the Reserves.

FINANCE

Led by the successful financial planning, comfortable financial
position continued during the year also.

SUBSIDIARY COMPANIES

A brief overview of the performance of the subsidiary
companies is provided below:

I. K.P.R. Sugar Mill Limited

II. KPR Sugar and Apparels Limited

III. Jahnvi Motor Private Limited

IV. Quantum Knits Private Limited

V. Galaxy Knits Limited

VI. KPR Exports Plc

SUGAR

The Sugar Industry, once known as Agro based cyclical
business, has shielded its image through gradually
transforming into a more stable, diversified agro-industrial
system. Sugar is no longer the sole driver of industry
economics. Ethanol blending, power co-generation, and value-
added by-products now play a vital role in determining the
profitability and cash-flow stability of the Industry. The 2025-26
sugar season has witnessed healthy monsoon across key
sugarcane belts, strong recovery in output, and near¬
achievement of the national E20 ethanol-blending target have

together reshaped both market sentiment and policy priorities.
Mills are better capitalised, farmer payments are more
predictable, and inventory risks have reduced compared to
earlier cycles.

ETHANOL

India is stepping up its efforts to improve ethanol blending in
gasoline. The goals of this program are to promote the
agriculture industry, lower carbon emissions, and increase
energy security. The government’s proactive policies, including
financial incentives and infrastructure development, are pivotal
in achieving these ambitious blending targets. Driven by strong
policy support, rising demand for biofuels, and the country’s
push for energy independence the Indian ethanol market size is
expected to grow further. Ethanol, a renewable fuel derived
primarily from sugarcane molasses and grain-based feed
stocks, plays a vital role in India’s strategy to reduce crude oil
imports and curb carbon emissions. In April 2025, India
reportedly targeted 30% ethanol blending with petrol by 2030
for reducing dependence on imported oil whilst addressing
environmental concerns. Such goals are incentivising sugar
mills to generate more ethanol as well as urge oil marketing
companies in securing the long-term supply contracts, shaping
the fuel-ethanol ecosystem rapidly. In India the capacity is
ready; the technology is in place - What the industry needs now
is certainty to plan the future with confidence.

K.P.R. SUGAR MILL LIMITED

The sugarcane crushing commenced in November 2025,
produced 81,200 MT of Sugar. The Co-gen plant produced
1,142.02 lakhs units of power. Out of the above, 592.80 lakhs
units were sold and 549.22 lakh units were captively consumed.

During the year 43,754.39 KL of Ethanol was produced, using
Sugar Syrup and Molasses and the entire production was
meant for Oil Marketing Companies.

Considering better performance and strong liquidity during the
year, the Board of Directors of K.P.R. Sugar Mill Limited had
declared an Interim Dividend @ '200/- per Equity Share at their
meeting held on 29.04.2025. Subsequently, the Board in its
meeting held on 30.01.2026 has also declared a Second Interim
Dividend @ '250/- per Equity Share thus aggregating to '450/-
per Share (on Face Value of '10/- each), for the Financial Year
2025-26.

KPR SUGAR AND APPARELS LIMITED

The Company commenced sugarcane crushing in November

2025. Produced 1,01,800 MT (Metric Tonnes) of Sugar. The
Co-gen plant produced 1,512.47 lakhs units of power. Out of the
above, 889.47 lakhs units were sold and 623.01 lakhs units
were captively consumed. During the year the Company
produced 43,861.726 KL of Ethanol using Sugar Syrup and
Molasses and the entire production are meant for Oil Marketing
Companies.

Considering better performance and strong liquidity during the
year, the Board of Directors of KPR Sugar and Apparels
Limited, have recommended a Final Dividend @ '810/- per
Equity Share of Rs.10/- each at their meeting held on
04.05.2026, subject to the approval of shareholders.

JAHNVI MOTOR PRIVATE LIMITED

During the year, the Company has sold 101 Audi Cars and
earned a revenue of ' 83.54 Crores.

QUANTUM KNITS PRIVATE LIMITED

The garment business has been consolidated for effective
management.

GALAXY KNITS LIMITED

The Company has not yet commenced its operation.

K P R EXPORTS PLC (ETHIOPIA)

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

Further, a statement containing the salient features of the
financial statements of our subsidiaries in the prescribed format
AOC-1 is appended as Annexure A to the Board’s report.

DEPOSITS

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

DIRECTORS

The Company is steered by a well-diversified and experienced
Board of Directors, whose collective expertise spans finance,
accounting, technology, corporate governance and risk
management. This wide ranging knowledge base and expertise
empowers the Board to provide robust strategic leadership,
uphold the highest standards of corporate governance, and
facilitate future-ready decision-making that aligns with the best
interests of the Company and its stakeholders.

The composition of the Board is fully compliant with the
requirements of Section 149 of the Companies Act 2013 and
Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”). The
Company has 12 Directors with an equal combination of
Executive and Non-Executive Directors including one Women
Director, thereby fostering diversity, independence, and
effectiveness in its functioning.

All Independent Directors have submitted declarations
confirming their independence in terms of Section 149(6) of the
Act and Regulation 16(1)(b) of the Listing Regulations.
Additionally, in compliance with Section 150 of the Act read with
Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, all Independent Directors have
registered themselves with the databank maintained by the
Indian Institute of Corporate Affairs. In the opinion of the Board,
the Independent Directors possess integrity, expertise and
experience including the proficiency required to discharge their
duties.

In accordance with the SEBI Listing Regulations, the Board has
identified the core skills, expertise, and competencies required
for its effective functioning. These have been mapped against
the collective capabilities of the Board and a complete list of
Company’s Directors are provided in the Report on Corporate
Governance, which forms part of this Integrated Annual Report.

CHANGES IN THE COMPOSITION OF THE BOARD OF
DIRECTORS

During the year under review, there is no change in the board of
directors.

Mr. C.R. Anandakrishnan (DIN: 00003748), Whole Time
Director, retires by rotation and being eligible offers himself for
re-appointment at the ensuing Annual General Meeting. A
resolution seeking approval of the Members for his re¬
appointment forms part of the Notice convening the ensuing
Annual General Meeting.

KEY MANAGERIAL PERSONNEL AND MANAGERIAL
REMUNERATION CRITERIA

In pursuance of the Act, the Company has designated 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 and in line with Regulation 17 of Listing

Regulations. The Company pays remuneration by way of
salary, perquisites, commission etc., to its Chairman, Managing
Directors and fixed monthly remuneration to its Executive
Directors and Whole Time Director in line with the approvals
accorded by the General Meetings and in pursuance of the
recommendation of the Nomination and Remuneration
Committee as per the guiding principles laid down in the
Nomination and Remuneration Policy.

The information as required by Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
appended and forms part of this report.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual
evaluation of the performance of Directors, including
Independent Directors, as well as the evaluation of the working
of its Committees and the Chairman of the Board, based on the
criteria and framework approved by the Nomination and
Remuneration Committee.

COMMITTEES

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

I. Audit Committee

II. Stakeholders Relationship Committee

III. Nomination and Remuneration Committee

IV. Corporate Social Responsibility (CSR) Committee

V. Risk Management Committee

POLICIES

In pursuance of the Act and the Listing Regulations, the
following policies have been framed and disclosed on the
Company’s website https://www.kprmilllimited.com/policv

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. Policy for Disclosure of Material Events / I nformation

IX. Policy on Succession Planning for Board and Senior
Management

X. Dividend Distribution Policy -

https://bkend.kprmilllimited.com/media/documents/DD-

Policy.pdf

RISK MANAGEMENT

Pursuant to Section 134(3) (n) of the Act & Regulation 17(9) of
the Listing Regulations, the Company has a Risk Management
Policy and has constituted a Risk Management Committee. The
Risk Management Committee held its meetings on 25.07.2025
and 03.01.2026 in which all members were present.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

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

BOARD MEETINGS

The Board of Directors met Four times during the financial year
on 09.05.2025, 06.08.2025, 04.11.2025 and 09.02.2026 in the
physical mode. The Composition of Board, procedure, venue,
dates, time and other details are included in the Corporate
Governance Report that forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

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

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the financial
year were in the ordinary course of business and on an arm’s
length basis. Such transactions, except note 41.3(d) of the
Notes to Accounts of the Standalone Financial Statements
were primarily between the Holding Company and its Wholly
Owned Subsidiary Companies, whose accounts are
consolidated with the Holding Company and placed before the
Members at the General Meeting. Further, remuneration paid to
Promoter Directors was in accordance with the applicable
provisions of law and approvals obtained. Pursuant to
applicable regulatory requirements, omnibus approval of the
Audit Committee for Related Party T ransactions was obtained.

The Company has not entered into any contract / arrangement /
transaction with related parties requiring disclosure under
Section 188(1) of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014. As required under
the Act, the prescribed Form AOC-2 is appended as
Annexure - B to the Board’s report.

The Transactions as required under Indian Accounting
Standards ’Ind AS-24’ are reported in Note 41 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

KPR’s HR initiatives is a significant strategy that make Human
welfare a key part of its culture and benefit the work force in
many ways. Human resources are considered as crucial assets
of the company, as major workflow in an organization is
dependent on its workforce performance and efficiency. So,
dedicated human resource management is vital to accomplish
the desired objective of the development of an enterprise. When
employees feel valued, they offer more than just their time,
investing their energy, focus, and loyalty too that are essential
for a strong and resilient business. KPR always value its
employees and is committed continuously to provide them with
a good work-life balance through its trendsetter strategic HR
Practices which also plays a vital role in the women
empowerment, since 90% of its work force is women, besides
playing a major role to the rural upliftment as they are recruited
from rural populace.

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. Details / Disclosures of Ratio of
Remuneration of Director to the median employee’s
remuneration as required by the Act and Companies Rules are
annexed as Annexure - C.

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 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 Ministry of Corporate Affairs
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
constituted at each unit shall be responsible for redressal of
complaints related to sexual harassment. The details of all such
Complaints and its proper redressal through prompt corrective
steps are informed to the Top Management so as to ensure that
suitable processes and mechanisms are put in place to ensure
that issues of sexual harassment, if any, are effectively
addressed. The details of complaints are as follows:

a. number of complaints of sexual harassment received in
the year - Nil

b. number of complaints disposed off during the year- Nil

c. number of cases pending for more than ninety days - Nil
Maternity Benefit is extended to the relevant employees as per
the applicable regulations.

CORPORATE SOCIAL RESPONSIBILITY

During the year, in pursuance of the recommendations of the
CSR committee, the Company has contributed '1,598.73
Lakhs (2.06% of the average three years’ net profit of the
Company) towards implementing the CSR activities. The CSR
policy is available on the website of your Company at
https://www.kprmilllimited.com/policv

The Annual Report on CSR activities, in terms of Section 135 of
the Act and the Rules framed thereunder, is annexed to this
Report as Annexure - D.

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 - E 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 31.03.2026 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.

COR PO R ATE G O VE R N AN CE R E PO R T AN D
MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Corporate Governance Report and Management Discussion
and Analysis Report are attached to this Report. Certificate from
the Statutory Auditors of the Company confirming the
compliance with the conditions of Corporate Governance as
stipulated under Schedule V of the Listing Regulation is also
attached to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

In pursuance of Regulation 34(2)(f) 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.

DETAILS REGARDING ISSUE OF SHARES

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

AUDITORS

STATUTORY AUDITOR AND AUDITORS’ REPORT

In the 19th Annual General Meeting of the Company held on
23.08.2022 M/s. B S R & Co LLP, Chartered Accountants (ICAI
Firm Regn. No.101248W/W-100022) were re-appointed as
Statutory Auditors of the Company for a second term of five
consecutive years from the Financial Year 2022-23.

The Auditors’ Report for FY 2025-26 does not contain any

qualifications, reservations, or adverse remarks, which require
explanations / comments by the Board.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT
REPORT

Mr.K.Radhakrishnan, Practicing Company Secretary has been
appointed as the Secretarial Auditor of the Company at the 22^nd
AGM of the Company held on 30^th July 2025, for a term of five
consecutive years commencing from 1^st April 2025 up to 31^st
March 2030, to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended 31^st
March 2026 is annexed as Annexure - F. The Report does not
contain any qualification, reservation, or adverse remark, which
require explanations / comments by the Board.

SECRETARIAL STANDARDS COMPLIANCE

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India (ICSI).

COST RECORDS AND COST AUDIT

Pursuant to Section 148 of the Act, the Company is covered
under the limits specified under this Section and hence the
Company has maintained proper books of accounts with all the
particulars relating to the utilization of material, labour and to
other items of cost.

In pursuance of Companies (Cost Records and Audit) Rules,
2014, the Company appointed Mr. B. Venkateswar, Cost
Accountant (M. No:27622) as Cost Auditor of the Company to
audit the cost records for the Financial Year 2025-26. Further
Mr.B.Venkateswar has been re-appointed by the Board to
conduct the cost audit for the FY 2026-27.

ANNUALRETURN

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

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 31.03.2026 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.

GENERAL

During the year, there were no transactions requiring disclosure
or reporting in respect of matters relating to:

a) Significant or material order passed by the Regulators
or Courts or Tribunals which impact the going concern
status and Company’s operations in future;

b) Pendency of any proceeding under the Insolvency and
Bankruptcy Code, 2016 and

c) Instance of one-time settlement with any bank or
financial institution.

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
K.P.Ramasamy

Place: Coimbatore Chairman

Date: 12.05.2026 DIN:00003736