Your Directors are pleased to present the 61st Annual Report and the audited accounts for the financial year ended 31st March 2025.
FINANCIAL HIGHLIGHTS
|
Year ended 31.03.2025 Rs. in lakhs
|
Year ended 31.03.2024 Rs. in lakhs
|
Revenue from Operations
|
1,64,952.80
|
1,68,348.62
|
Earnings Before Taxes, Finance Costs, Depreciation and Amortization
|
12,825.82
|
3,590.51
|
Less : Finance Costs
|
242.78
|
283.19
|
Less : Depreciation and Amortisation expense
|
562.18
|
473.60
|
Profit Before Exceptional Item and Tax
|
12,020.86
|
2,833.72
|
Exceptional Item (Gain)/Loss
|
(250.75)
|
409.54
|
Profit Before Tax
|
12,271.61
|
2,424.18
|
Less : Tax Expense
|
3,140.88
|
663.27
|
Profit After Tax
|
9,130.73
|
17,60.91
|
Other Comprehensive Income (net of tax)
|
(19.93)
|
(42.27)
|
Total Comprehensive Income
|
9,110.80
|
1,718.64
|
Opening balance in Retained Earnings
|
6,125.41
|
5,686.77
|
AMOUNT AVAILABLE FOR APPROPRIATION
|
15,236.21
|
7,405.41
|
Dividend distributed during the year
|
1920.00
|
640.00
|
Transfer to General Reserve
|
-
|
640.00
|
Closing Balance in Retained Earnings
|
13,316.21
|
6,125.41
|
Dividend
Your directors have recommended and paid an interim dividend of 300% (Rs.30.00 per share of Rs. 10 each) after declaration of unaudited financial results for the quarter ended 31st December'2024. In addition to the interim dividend paid during the current financial year, your directors recommend a final dividend of 500% (Rs.50 per share of Rs. 10 each) for the year ended 31st March, 2025 that will be paid out of the profits of the Company for the year ended 31st March, 2025, absorbing a total amount of Rs.16.0 crores for final dividend. This
totals the dividend for the fiscal year 2024-25 to Rs. 80.00 per share (800%) to be paid out of the current year's profit of Rs. 91.11 crores. The total dividend payout including both interim and final dividends will absorb an amount of Rs.25.60 crores, representing a payout ratio of 28.10% of profit after tax for the year. The dividend income will be taxable in the hands of shareholders and income-tax at source will be deducted by the Company from the dividend being paid to the shareholders at the prescribed rates.
The final dividend of Rs.50 per equity share of Rs. 10 each as recommended by the Board of
Directors of the Company at their meeting held on 27th May, 2025, if approved at the ensuing annual general meeting, will be paid to those shareholders, whose names appear in the Company's register of members as on 20th September, 2025. In respect of equity shares held in dematerialised form, the dividend will be paid to those beneficial owners of the equity shares as at the end of business hours on 13th September, 2025 as per the details furnished by the depositories for this purpose.”
The Dividend Distribution Policy of the Company is available at https://www.kselimited.com/investors/ policies. The dividend payout for the year 2024¬ 2025 has been decided in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met out of internal cash accruals.
Unpaid Dividend
Pursuant to Section 124 and 125 of the Companies Act, 2013, the Company has transferred the unpaid or unclaimed dividend up to and including for the financial year 2016-2017 on respective due dates to the Investor Education and Protection Fund administered by the Central Government.
As per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of the Unclaimed Dividends as on 31st March, 2025 relating to the financial years from 2016-2017, on the website of the IEPF (www.iepf.gov.in) and on the website of the Company at www.kselimited.com.
The dates of declaration of Dividend since final dividend for 2017-2018 and the corresponding dates when unclaimed dividends are due to be transferred to the Central Government are given in the following table:
Financial Year
|
Date of Declaration of Dividend
|
Last date for claiming unpaid dividend
|
Unclaimed amount as on 31st March
2025
|
Due date for Transfer to Investor Education and Protection Fund
|
2017-18 (Final)
|
31 August, 2018
|
30 August, 2025
|
1387440.00
|
07 October 2025
|
2018-19 (Final)
|
31 August, 2019
|
30 August, 2026
|
321735.00
|
07 October 2026
|
2020-21 (Interim)
|
15 September, 2020
|
14 September, 2027
|
441255.36
|
22 October 2027
|
2019-20 (Final)
|
15 December, 2020
|
14 December, 2027
|
386292.00
|
21 January 2028
|
2020-21 (Final)
|
29 September, 2021
|
28 September, 2028
|
1876604.00
|
5 November 2028
|
2021-22 (Final)
|
27 August, 2022
|
26 August, 2029
|
632249.00
|
3 October, 2029
|
2022-23 (Final)
|
26 August, 2023
|
25 August, 2030
|
822687.00
|
2 October, 2030
|
2023-24 (Final)
|
03 September 2024
|
02 September 2031
|
3195768.00
|
10 October 2031
|
2024-25 (Interim)
|
12 February 2025
|
11 February 2032
|
2521882.00
|
21 March 2032
|
Transfer to Reserves
During the year under review, the Company has not transferred any amount to the General Reserve. The entire profit for the year has been retained in the Statement of Profit and Loss under Retained Earnings.
Operating Results and Business Operations
The Company has reported a profit of Rs.91.11 crores after tax for the year 2024-25, compared to a profit of Rs.17.19 crores in the previous year, 2023-24. During the year ended 31st March 2025, Revenue from Operations registered a decline of 2.0%, amounting to Rs.1,649.53 crores as against
Rs.1,683.49 crores in the previous year.
The profit before tax for 2024-25 stands at Rs.122.72 crores, after accounting for an exceptional item of Rs.2.51 crores, representing an insurance claim received for raw material damage caused by floods in Tamil Nadu during FY 2023-24. The corresponding profit before tax for FY 2023-24 was Rs.24.24 crores, net of an exceptional loss of Rs.4.14 crores related to flood damage in Tamil Nadu. The Earnings Per Share (EPS) for FY 2024-25 is Rs.285.34, compared to Rs.55.03 in the previous year.
In FY 2024-25, the average raw material cost of feed decreased by 8.37% over the previous year. The average selling price of feed also declined by around 2.8% compared to FY 2023-24. Revenue from the feed segment decreased by 7.76%, mainly due to a reduction in the cattle population in Kerala. However, the Company undertook various measures to contain material cost increases, resulting in a segment profit of Rs.68.99 crores in FY 2024-25, compared to Rs.40.40 crores in FY 2023-24.
In the Cake Processing Division, the scarcity of locally available copra cake persisted during the year, necessitating continued reliance on imported copra cake. However, the price trend was favourable throughout FY 2024-25 compared to the previous year. The average consumption rate of copra cake during the year was Rs.26,295 per ton, as against Rs.30,366 per ton in FY 2023-24. Simultaneously, the average realisation for coconut oil rose to Rs.1.57 lakhs per ton in FY 2024-25, compared to Rs.1.13 lakhs per ton in FY 2023-24. The price of Refined Coconut Oil reached an all-time high of Rs.2.57 lakhs per ton in FY 2024-25, against the lowest selling price of Rs.1.03 lakhs per ton in FY 2023-24. Owing to the increased demand and higher selling price of refined coconut oil, turnover from the Cake Processing Division grew by 51%, resulting in a segment profit of Rs.51.48 crores, compared to a loss of Rs.6.31 crores in FY 2023-24.
During the year under review, the Milk Division posted a marginal profit, attributable to lower milk procurement prices in Tamil Nadu and increased
selling prices in Kerala. As a result, the dairy segment recorded a profit of Rs.26.40 lakhs in FY 2024-25, compared to a loss of Rs.50.70 lakhs in FY 2023-24.
The Ice Cream Division continues its efforts to establish a strong presence in the Kerala market. While growth remains steady, the Company is actively investing in brand visibility, distribution network expansion, and consumer engagement initiatives. The relaunch of the Vesta ice cream brand has significantly enhanced brand equity, supported by a substantial advertising budget post-COVID to reclaim and expand market share across Kerala. The Company has introduced premium offerings and innovative new variants, such as Coconut Milk and Palm Jaggery-based vegan ice creams, to capture greater market share. A price revision in the ice cream segment has led to improved contribution margins. Additionally, a well-known celebrity was appointed as brand ambassador during FY 2023¬ 24, which significantly boosted brand recognition across Kerala.
To further strengthen market reach, the Company is appointing new dealers in untapped regions. As part of this dealer onboarding process, freezer subsidies are offered, which are accounted for as part of the ice cream segment costs. The Ice Cream Division reported a loss of Rs.3.16 crores in FY 2024-25, as compared to a loss of Rs.2.92 crores in FY 2023-24. More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report attached to and forming part of this Report as provided by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Awards and Recognitions
The Company has won the SEA Award constituted by Solvent Extractors' Association of India for highest processor of coconut oil cake for the year 2024-2025. This Award is being received by the Company for the past 34 years consecutively since the inception of the award.
Number of meetings of the Board
Nine meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
Directors and Key Managerial Personnel
Dr. Jose Paul Thaliyath (DIN 01773031), Mrs. Nina Paul (DIN: 08576074), Mr. Jose John (DIN: 01797056), Mr. K. Hari Kumar (DIN: 00388466) and Mr. Paul Jose (DIN: 01616504) are the Independent Directors of the Company. The Independent Directors of the Company are not liable for retirement by rotation, as provided in Section 149 of the Companies Act, 2013. In accordance with Section 149 (7) of the Companies Act, 2013, the Company has received declarations from all the independent directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All the above five independent directors of the Company had enrolled with Indian Institute of Corporate Affairs' (IICA) within the prescribed period and had cleared the online proficiency self-assessment test as provided by Companies (Appointment and Qualification) Rules, 2019. In the opinion of the Board of Directors, the independent directors have relevant proficiency, expertise, and experience.
In accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Listing Regulations and the Articles of Association of the Company, the Independent Directors, the Managing Director and Executive Director of the Company are not liable to retire by rotation.
During the year under review, Mr. P. D. Anto (DIN: 00106965) ceased to be a Director of the Company as he did not get re-elected at the Annual General Meeting (AGM) held on September 3, 2024. On the same date, Ms. Simi Davis (DIN: 09752318) retired by rotation. Subsequently, Mr. Cheeran
Verghese Verghese (DIN: 00779894) retired from the Board with effect from September 24, 2024. At the AGM held on September 3, 2024, the Members approved the appointment of Mr. Shaji P. Jacob (DIN: 10647012) as a Director of the Company. Further, at the same AGM, the Members approved the appointment of Mr. Krishnan Harikumar (DIN: 00388466) as an Independent Director of the Company, with effect from September 25, 2024. The Board places on record its sincere appreciation for the valuable services rendered by the retiring Directors during their tenure.
Mr. Tom Jose (DIN: 01971467), will retire by rotation at the ensuing annual general meeting, in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, and being eligible, offer himself for re-appointment. Mrs. Seema Davis (DIN: 08125964), Director, who also retires by rotation at the ensuing Annual General Meeting (AGM) has expressed her unwillingness to be re-appointed.
The Board has decided to fill up the vacancy of directorship of Mrs. Seema Davis (DIN: 08125964) on her retirement as Director as on 20th September, 2025, by appointing Mrs. Seena Sabu (DIN: 11142271) as Director of the Company and an ordinary resolution has been moved in the ensuing annual general meeting for her appointment as a director. The Company has received a notice u/s 160 of the Companies Act, 2013 from a Member of the Company signifying his intention to propose the candidature of Mrs. Seena Sabu for the office of the Director of the Company.
Mr. Dony Akkarakaran George (DIN: 09211623) is being appointed as Executive Director of the Company for a period of five years with effect from 1st July, 2025, subject to the approval of shareholders.
Mr. Dony Akkarakaran George is a graduate in Physics and holds a professional degree in Law with a specialization in Labour Law. He commenced his career in marketing with KSE Limited in 1992 and subsequently held senior roles in reputed organizations including Parle Agro, KERAFED, and
MARDEC BERHAD, Malaysia, where he managed large-scale domestic and international operations in the rubber and edible oil sectors. He currently serves as General Manager at Joseph Rubbers Private Limited and also provides consultancy services to UNPA Rubbers and Beroe Inc., USA, contributing valuable market intelligence and commercial expertise.
With over three decades of extensive experience in marketing, sales, procurement, and strategic business development across multiple sectors and geographies, Mr. Dony Akkarakaran George brings a wealth of industry knowledge and leadership acumen. His induction into the executive management is expected to significantly strengthen the Company's operational effectiveness and contribute to its long-term growth and market expansion initiatives.
Mr. M.P. Jackson (DIN 01889504), Managing Director, Mr. Paul Francis (DIN 00382797), Executive Director, Mr. Senthil Kumar Nallamuthu, Chief Financial Officer, and Ms. Srividya Damodaran, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Policy on directors' appointment and remuneration and other details
Remuneration policy in the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Managing Director and the Executive Director. Currently, the sitting fees payable to the non-executive directors is Rs.60,000 per meeting of the Board and Rs. 25,000 per meeting of committees of the Board attended by them. The Nomination and Remuneration Policy for the Members of Board and Executive Management can be accessed on the Company's website at the link: https://www.kselimited.com/investors/policies.
Evaluation of Board, Committees and Individual Directors
The Company has devised a Policy for performance evaluation of Independent and other directors, Board as a whole and Committees thereof which include criteria for performance evaluation of the executive and non-executive directors. The Policy for evaluation of performance of the Board of Directors can be accessed on the Company's website at the link: https://www.kselimited.com/ investors/policies.
In terms of provisions of the Companies Act, 2013 read with Rules issued thereunder and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have evaluated the effectiveness of the Board during the financial year ended 31st March, 2025. The evaluation was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the environment and effectiveness of their contribution.
A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman.
Internal financial control systems and their adequacy Adequate internal financial controls are in place with reference to the financial statements. Internal financial control systems of the Company have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable Accounting Standards. Such controls were tested annually and during the year no reportable material weakness in the design or
operation were observed. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms part of this report.
Risk Management
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Board members are informed about the risk assessment and minimization procedures. The Board is responsible for framing, implementing and monitoring the risk management plan for the company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviours together govern the business of the Company and manage associated risks.
There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.
Vigil Mechanism
Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company is committed to develop a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a
framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report. The "KSEL Whistle Blower Policy and Vigil Mechanism” can be accessed on the Company's website at the link : https://www. kselimited.com/investors/policies.
During the year under review, the Company received a whistleblower complaint under its Vigil Mechanism framework. The Audit Committee reviewed the complaint in accordance with the established procedures and has undertaken appropriate action, including the initiation of an internal investigation. The matter is being dealt with as per Company policy and applicable regulatory guidelines. No material impact on the financials or operations of the Company has been noted as of the date of this report.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:
a. in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;
b. the Directors have selected such 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 your Company as at 31st March, 2025 and of the profit of the Company for the financial year ended 31st March, 2025;
c. proper and sufficient care has been taken for the maintenance of adequate accounting 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;
d. the annual accounts have been prepared on a 'going concern' basis;
e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
Corporate Governance
Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance have been furnished separately and form part of this report. The disclosures made in these reports may be considered as compliance of various disclosures prescribed under the Companies Act, 2013 and Rules made thereunder.
Corporate Social Responsibility
The Corporate Social Responsibility (CSR) Committee has been formed in conformity with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition, terms of reference and attendance details of the CSR Committee are incorporated in the Corporate Governance Report. The Annual Report on CSR activities for the year ended 31st March, 2025 is given separately as "Annexure A”, forming part of this Report.
Public Deposits
Your Company is accepting deposits as per the provisions of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. The details
relating to such deposits as provided under Rule 8 of the Companies (Accounts) Rules, 2014 are provided in "Annexure B”.
The Company is not accepting any other deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.
Particulars of loans, guarantees and Investments
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
Transactions with related parties
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013 (the "Act”). Full disclosure of related party transactions as per Accounting Standard Ind AS 24 issued by the Ministry of Corporate Affairs is given under Note No. 34.24 of Notes to the Annual Accounts.
The policy and procedures on related party transaction as approved by the Board may be accessed on the Company's website at the link: https://www.kselimited.com/investors/policies. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure C” in Form AOC-2 and the same forms part of this report.
Annual return
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31st March, 2025 is available on the website of the Company at https://www.kselimited.com/investors.
Statutory Auditors
M/s. Sridhar & Co. (ICAI Firm Registration No. 003978S) were appointed as the Statutory Auditors of the Company at the 56th Annual General Meeting, for a term of five years from the conclusion of the 56th AGM until the conclusion of the 61st AGM, covering audits for the financial years 2020-21 to 2024-25. Their current term concludes at the upcoming 61st Annual General Meeting to be held in 2025.
Based on the recommendation of the Audit Committee, the Board of Directors has proposed the re-appointment of M/s. Sridhar & Co. as the Statutory Auditors of the Company for a second term of five consecutive years, from the conclusion of the 61st AGM until the conclusion of the 66th AGM, for the audit of financial statements for the financial years 2025-26 to 2029-30.
M/s. Sridhar & Co. have consented to their re-appointment and confirmed that their re-appointment, if made, would be in accordance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013, and rules made thereunder. They have also confirmed that they continue to satisfy the criteria provided under Section 141 of the Act.
The Board recommends the passing of the Ordinary Resolution for their appointment.
Cost Auditors
With the prior approval of Central Government, M/s. BBS & Associates, Cost Accountants, Ernakulam (Firm registration number 000273) have been appointed as Cost Auditors for the financial year 2024-25 and they will be submitting their Cost Audit Report within the time limit stipulated. The Board of Directors of the Company, on the recommendations made by the Audit Committee, has reappointed, M/s. BBS & Associates, Cost Accountants, Ernakulam (Firm registration number 000273) as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2025- 2026. The Remuneration proposed to be paid to the Cost Auditor, subject to ratification by shareholders of
the Company at the ensuing 61st Annual General Meeting, has been fixed at Rs. 2,25,000 plus GST and out of pocket expenses. The Company has received consent from M/s. BBS & Associates, Cost Accountants, Ernakulam, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2025-26, along with certificate confirming their independence and arm's length relationship.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in accordance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company appointed M/s. BVR & Associates Company Secretaries LLP (Firm Registration No. AAE-7079), Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2025. The Secretarial Audit Report is annexed to this Report as Annexure D. The Report does not contain any qualification, reservation, or adverse remark.
Further, in compliance with the SEBI (LODR) (Second Amendment) Regulations, 2023, the Company has appointed M/s. CaesarPintoJohn & Associates LLP, Company Secretaries as Secretarial Auditors of the Company for a continuous period of five financial years, commencing from 1st April 2025 to 31st March 2030.
Cost Records
The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, for certain areas of its operations (Edible Oil and Power Generation) and accordingly accounts and records required to get true and fair view of the cost of production of products, cost of sales, margin and other information relating to products under reference, are made and maintained by the Company.
Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace. The company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2024-25, the Company has not received any complaint on sexual harassment and no complaint remains pending as of 31st March, 2025. The details relating to the number of complaints received and disposed of during the financial year 2024-2025 are as under:
g. Number of complaints filed during the financial year: Nil
h. Number of complaints disposed of during the financial year: Nil
i. Number of complaints pending as on end of the financial year: Nil
Disclosure relating to Remuneration of Directors, Key Managerial Personnel and particulars of employees
The information required under Section 197 of the Companies Act, 2013 and rules made there-under, in respect of employees of the Company, is provided in "Annexure E" forming part of this report. None of the employees are in receipt of remuneration in excess of the limits specified under clause (2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in "Annexure F" to this Report.
Capital Expenditure
The construction of warehouses on 6.38 acres of
land allotted by VOC Port, Tuticorin, Tamil Nadu, with a capital outlay of ?1,039.00 lakhs, has been completed and capitalized during the year. During the year, Kerala Industrial Infrastructure Development Corporation (KINFRA) issued an allotment confirmation for the Ice Cream Facility located at their Infra Park in Kakkachery, Calicut. Accordingly, the purchase of the facility for ?395.00 lakhs has been capitalized. Additionally, the Company has commissioned a 120 KVA Solar Power Grid at its Dairy Facility in Konikkara, Kerala, at a cost of ?47.30 lakhs. Further, Blast Freezers have been installed at the Ice Cream facilities in Vedagiri and Konikkara, Kerala, at a total cost of ?125.14 lakhs.
The Company has also commenced construction of a 30,000 sq. ft. warehouse at its Cattle Feed Facility in Irinjalakuda, Kerala, with an estimated capital outlay of ?200.00 lakhs.
Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year:
During the year under review and till date of this Report, the Company has neither made any application against anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.
Details of difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:
The Company has credit facility with bankers and neither principle or interest has been defaulted in any time during the financial year 2024-25 and hence there is no application being ever made for One Time Settlement (OTS) with any banks or financial institution.
Compliance with the maternity benefit act, 1961
The Company has complied with the provisions
of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.
Other Disclosures
No disclosure is made in respect of the following items as there were no events during the year calling for reporting on these items:
1. There was no issue of equity shares with differential rights as to dividend, voting or otherwise.
2. There was no issue of shares (including sweat equity shares and ESOP) to employees of the Company under any scheme.
3. Your Company does not have any subsidiary, associate, joint venture company or holding
company and disclosures required in that respect were not dealt with.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern. status and Company's operations in future.
5. No frauds have been reported by auditors to the Audit Committee or Board under Sub-section (12) of Section 143 of the Companies Act, 2013.
6. There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year under report and the date of this report.
Acknowledgement
The Board of Directors places on record its sincere appreciation for the continued support and co-operation received from all stakeholders, including the shareholders, bankers—especially ICICI Bank, Registrars and Share Transfer Agents, customers, distributors, and suppliers. The Board also expresses its deep appreciation for the dedicated and committed services rendered by the executives, staff, and workers of the Company, whose contributions have been instrumental in the Company's performance and progress during the year.
By Order of the Board For KSE Limited
Sd/-
Mr. Tom Jose
Place: Irinjalakuda (DIN : 01971467)
Date: 27th May, 2025 Chairman
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